Billy's Heart
by RainbowFez
Summary: Billy comes out to Max and needs help about a boy he likes at school. The new kid has some secrets and isnt a pure as Billy Thunderman. He's far more like Max than Billy and he might lead Billy down a dark path. Feelings between two young boys cloud judgment and the fate of Billy's future rests on his dedication to the forces of good.
1. Chapter 1

This Idea struck me at like 11:00 tonight so I've been writing for a few hours and finished two chapters. I hope to finish two more by 5:00 so I can go to bed. :) Yay but tired. I hope to finish writing this by wednesday. It'll be at least six chapters long. It was saposed to be four but I can tell it'll be alot longer. I hope it wont go over 30,000 words though cuz I'm writing 7 other fanfiction while also cowriting me special 100th fanifction. :D four more fanfics and I can post it. I hope it gets done in tiem though, Ok so never mind about that. I hope you enjoy this.

Max lay on his bed in his lair glaring at the ceiling. Every attempt to beat his sister had failed! Not only that but he got those stupid barrels mixed up. Who puts orange juice in barrels like that!? Now Phoebe didn't want him interfering anymore.

If she really thought he'd just back out like that she was dumber than she looked. He needed something extra evil to get him into Villain U. At least now she wouldn't be suspecting anything. His plan had to be perfect though. He needed to catch her completely off guard.

The sound of someone sliding down his slide snapped him out of his plotting. He rolled off his bed just in time to avoid being hit by his annoying little brother.

"Billy!" Max growled, glaring at his brother. On a normal basis he'd shout at the boy but something stopped him. Billy wasn't smiling like normal. He looked upset but not like his normal upset. Billy looked scared.

"Sorry Max" Billy muttered out glancing away from his glaring brother. Max's eyes darkened. That didn't sound like Billy. The Billy he knew never sounded so depressed, so broken.

"Billy what's wrong?" Max asked, sitting down next to his brother who was still lying flat on his back where he had slid out of the tube. Billy eye's grew wide and Max could swear he Billy was about to start crying. "Billy are you ok?" He repeated. Billy's lower lip shook along with his hands and Arms.

"Max" He said in a voice so soft Max wouldn't have understood if he couldn't read lips. "Can I talk to you about something?" He asked, shutting his eyes. Billy looked more scared than Max had ever seen him.

"Of course" Max said, placing a hand on Billy's shoulder. Billy flinched at the touch and Max pulled away. Billy opened his eyes just to shut them again after seeing Max's worried expression.

"I-I c-can't talk to N-Norah ab-bout this." He stuttered, his voice shaking. "And I d-don't want m-mom and d-dad to find out. Can I t-trust you not to tell an-nyone?"

Max frowned down at his pale trembling little brother. "I won't say anything" He promised, grabbing Billy's arm to steady it. Thankfully Billy didn't flinch back. Billy sighed and opened his eyes. He unsteadily sat up. Max kept his hand on Billy's little arm. He looked so little right now. Max hadn't realized how young Billy really was. Even though he was childish and slightly dumb Billy really was brave and honorable. He was as much a hero as his sister even though she had her cape. HE had no doubt with Billy's heart and determination in a few years he'd have the same honor.

"There's someone at school" Billy said in a whisper, not meeting Max's eyes.

"You like someone?" Max asked, smirking. But that smirk turned to a frown. "Why are you so upset?" Billy didn't answer right away.

"Max… I…. I'm gay" He blurted out the last word, his entire body erupting into a tremor, shaking like an earthquake.

"Billy" Max shouted, looking terrified at his brother. Billy had burst into tears and his shuttering form was rocking back and forth. "Billy its ok" Max repeated. Billy didn't seem to hear him over his sobs. "Billy" Max cried again, wrapping his arms around his brother. He hadn't hugged anyone in his family for a long time. He couldn't remember the last time he had hugged Billy. It really wasn't something villains He held the shaking boy, rubbing his back until the sobs lessened and the shaking ceased. "Billy I don't care if you like boys or girls" Max said calmly, holding Billy out and staring him in the eyes. "You could love ducks for all I care. I'd…. love you no matter what" He said, hating the way that word sounded on his tongue.

"R-really?" Billy asked. Max nodded, smiling a small smile. Billy looked startled when Max let out a snort that turned to laughing.

"Actually I wouldn't be surprised if you liked ducks" Max snorted. Billy glared at Max but there was no anger in his eyes. Billy was so happy that someone had accepted him. He'd been so terrified that Max would reject him. "So who is this boy?" Max asked, settling down.

"He…" Billy blushed. He'd never talked about it out loud before. It felt embarrassing now. "He's new. He's only been at school for a week but I like him a lot. Billy's eyes misted over and a tiny smile played on his lips. He has light brown spiky hair and the most beautiful blue eyes I've ever seen. He's really nice too but he really doesn't talk much. He's really smart and he even helped me with our class projects. I got an A" Billy said with excitement smiling a huge joyful smile.

Max grinned back. This was the Billy he knew. "You got an A!" Max laughed. Billy didn't look offended at all. He was a C average student. The only A's he got were in gym and those really didn't count.

"Yea" Billy nodded happily. But that big grin grew smaller into a wry smile. "The girls really like him. I swear they follow him around everywhere he goes." Max ruffled his brother's hair.

"Does he have a girlfriend?" Max asked. Billy shook his head. "That's good" Max told him. "Do you know why?"

"Because I can ask him out…. But he's straight!" Billy spluttered.

"Not just that" Max smirked. "Billy if this boy is being followed around by all the girls but doesn't date any of them, why do you think that is?" Billy's face scrunched up in confusion as he often did with dealing with… well almost everything.

"You think he's gay too!?" Billy asked, eyes wide as baseballs.

"Maybe" Max said, ruffling Billy's hair again. "The only way to find out is ask him."

"Really?" Billy asked fidgeting with his hands.

"You're not frightened are you?" Max asked, smirking an evil smirk.

"No" Billy shot back, unconvincingly.

"You are a superhero Billy. You could run circles around this kid, literally, don't be afraid. You're braver than you think." Max smiled. IT felt weird helping Billy but nice at the same time.

"OK" Billy said in his usual happy voice, jumping off the bed. "I'll ask him out tomorrow!"

"Billy" Max added before the younger one ran away. Max's voice grew dark. "If he hurts you in any way I swear it'll be the last thing he does." Billy shivered, both scared and overjoyed at Max's words. Billy nodded and ran off. Max flopped down on his bed once more. Back to scheming.

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As you can see I'm putting alot of Billy/Max bromance. I want to show that even though MAx is evil...evilish he still really loves his brother. We only see his conection with pheobe in the show. He really cares for Billy though so I hope you enjoy the familly part of this. PLEASE REVIEW. this is my 95th fanfiction but my first thundermans. I wabt to know if I'm portraying them right.


	2. Chapter 2

I'm disapointed that I only got 1 review. So I'm posting this one earlyer. I wont be posting this often, more like once or twice a week. Please Review and tell me what you think. Also has any other authors been having trouble with cover photos. Eveerything since june has it's cover photo keep disapearing. It gets anoying changing them back once or twice a day. Does anyone know a solution?

I asume everyone knows this but for people who get confused at the nicknames remember Billy's full name is Wiliam. I dont think I need to say this but just in case.

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Billy fidgeted all day. The entire class gave him weird looks. Billy was known for not being able to stand still but he was acting weirder than normal the boy one seat over stared at Billy from the corner if his eye most of the day. Billy tried to avoid eye contact with that boy. HE still wasn't sure whether he was going to go through with it. The end bell rang and just like always the room burst into chaos, everyone shooting out the door. The only one missing from that crowd were Billy and the boy next who sat next to him.

"Hey Willy" James said, turning to face Billy who usually was the first out of the room. The teacher gave both boys a long look before following his students out the door.

"Hi James" Billy said, running his fingers through his already messed up hair. He'd been doing it all day.

"soooo" James said, falling back into his chair, flinging his feet on the desk, showing off his new red and gold convers. Billy shuffled his feet.

"Hey"

"You already said that" James chuckled. Billy blushed. He grabbed the desk needing to keep himself still.

"I-I… Ummm I was…. I was just wondering… Would you… ah… ummm" Billy stuttered out. He hated himself right now. He was acting like a complete fool. Was it really that hard to form one single sentence?

"You seem nervous Wills" James said, standing up. He rose and eyebrow at the blubbering boy and chuckled. Billy was almost growling at himself. He needed to talk. James was laughing at him.

"I…" Billy froze again.

"What is it?" James asked. If Billy had been in the right state of mind even he would have been able to hear the heavy sarcasm. "Come on BillBill talk to me."

"Can you…ummm" Billy stuttered. James smirked, stepping closer. Billy felt his lungs give up. His breath came in rapid uneven gasps. All he could think was his crush was standing only a foot away.

"Is something wrong?" James asked, smirking.

"I… I…. Would you like to…. Ummm." James smirked.

"That was the longest sentence so far. Keep going Bills we might have a full one before dark."

"James…"

"Yeeees" James said with a wide grin and an evil glint in his eyes.

"Would you….please…" Billy's mouth opened but no words came out.

"It's fun watching you like this but I think it's time to put you out of your misery" the spiky haired boy said. Billy opened his mouth but he didn't have time to speak. James placed his hands on either side of Billy on his desk and leaned in. "I think you like me BillBill" HE breathed against the young superhero's lips. "I like you too." Billy's crush pressed his lips ever so gently against Billy's nothing like you'd expect in such a sexually charged situation. Their lips barely brushed before James pulled back, Billy wasn't stuttering anymore. His entire body went ridged. "You ok Thunder boy?" James asked, worry flashing in his eyes for the first time. "Billy!" HE repeated.

"You kissed me!" Billy almost shouted. James jumped at his loud voice.

"Very observant" He smiled sarcastically.

"Wait you called me Thunder boy!" He said quickly.

"That is your last name isn't it?" He asked, jumping onto the desk opposite Billy's.

"Oh…. Yea" Billy blushed.

"Did you think I was talking about your dad being Thunderman?" He asked, smirking again. Billy's mouth dropped open.

"Ummm… No he's not" Billy squeaked out. James jumped up, walking away from Billy, his hands shoved in his back pockets. Billy was torn between being surprised and staring at the way the black jeans squeezed his lower half in all the right places. When he reached the chalkboard James flipped around, leaning against it, arms crossed.

"He's no?" James asked, sarcasm dripping in the two words.

"No" Billy shook his head.

"Oh" James frowned looking down. "I must have been wrong then." Billy gave a sigh of relief but gasped when he felt himself flying toward James. He landed with a thump into the other boy's arms.

"I was hoping you were a superhero" He smirked. Billy's eyes were wide. James had just used telekinesis to pull him across the room.

"You're a superhero!" Billy gasped, not really comprehending that he was in the arms of his first real crush. James smirked.

"I wouldn't go that far B" He smiled, lifting Billy's chin with a finger so he could see his eyes. Billy looked up at the boy who was about four inches taller than him. "I'm more of a" He paused a moment with his head cocked to one side, "self-satisfier." He finished.

"What does that mean" Billy asked?"

"Means I'm not eeeviiillll" He did an impression of mermaid man from SpongeBob. Billy laughed. "But I prefer to do what I want. I might save someone but that doesn't mean I won't drop you off a roof."

"Me" Billy squeaked, startled. James let out a laugh that made Billy week at the knees.

"Don't worry BillBill" The chances of me dropping you off the roof is like ten percent." Billy didn't know if he liked those odds. James held Billy by the cheek leaning in close. "I wouldn't want to damage that cute face of you. If I wanted to hurt you I'd probably fill you with so much electricity you would taste color." He whispered in a seductive voice. As if to prove a point he sent a tiny zap into Billy's cheek making the smaller of the two flinch.

"I… Uhhhh" Billy stuttered.

"Want to kiss again?" James finished. Billy nodded. James's hands roamed across Billy's back before leaning in again. This kiss wasn't a sweet and chaste as before. It was passionate and left Billy breathless and shaking. "I like you like this" James smiled. "Your cute all pink and flustered." Billy's cheeks durned a darker red making James snicker. "I have to go Willy but I hope to see you soon." James gave Billy one last peck before releasing him and strutting out the door.

Billy's mouth was hanging open and he was still trying to breathe properly. He grabbed his backpack and super speeded home. He flew straight though the front door, down the stairs and into Max's lair. Max looked up when the door to his room slammed shut.

"I'm busy Mom" He shouted. "If I wanted you're cookies I wouldn't have blown them up!" He didn't glance up from the handheld device he was making.

"Max" Billy stuttered out. Max froze afraid Billy had been hurt in some way. He twirled his chair around. He grinned at his little brother's blushing, disheveled, heavily breathing brother.

"Did things go well?" He asked with a chuckle.

"You're a little young for impromptu broom closet meetings" Colosso pitched in.

"Colosso" Max shouted, glaring at the bunny.

"What does that mean" Billy asked, looking fully the innocent boy he really was, or at least his eyes showed his innocence. The rest of him looked just like what the supervillain turned rabbit had suggested. Max was pretty sure though that whatever Billy did it wasn't what the rabbit had suggested.

"Nothing" Max said loudly, drowning out his companion's answer. "What happened?" Billy blushed. "Come on Billy I won't make fun of you." Billy sat down on the bed facing Max.

He rushed through the story trying to make himself seem less of a stupid dumbo. "And he's a superhero too!" Billy added, tell Max about the kiss in very little detail.

"So you two going to go off and save the town together" Max asked chuckling. "Phoebe should watch her back. Competition in town" Billy shook his head, not getting that it was a joke.

"I don't think James want to save the town." Billy told Max. The older boy gave his brother an intrigued look.

"So he's not as goody-goody as you?" Max asked, making sure it didn't sound like an insult, because it wasn't. He might rag on Phoebe about being all goody-goody and hero like but Billy might take it the wrong way and he didn't want to hurt him. He loved Billy even if he didn't want to admit it, if someone hurt him, even if Dark Mayhem himself tried to hurt Max he'd defend him with his life. That was a big weakness for a supervillain and he knew it would have to stay a secret.

"He's a self-satisfier" Billy said.

"What the heck does that mean" Colosso asked.

"It means he's willing to save people but wouldn't mind dropping someone off a roof." Billy explained.

"I like this kid" Max laughed. "I have to meet him." Billy looked surprised.

"What!" He shouted.

"Not anytime soon" Max continued, seeing his brother's fear. "I just want to meet him when you're ready. As long as he doesn't drop you off a roof he seems like a cool guy."

"He said he wouldn't drop me off a roof. He wouldn't want to hurt my face. He said if he was going to hurt me he'd probably electrocute me till I tasted color." Billy said calmly like it was just a regular thing to say.

"Now I like him" the rabbit said. Max nodded slowly but gave Billy a worried look.

"Don't let him hurt you" Max said fully serious.

"I won't" Billy said smiling.

"No Billy" Max said standing up. He grabbed Billy's shoulders and lowered himself so they were face to face. "If for one second you think this kid is going to hurt you, you have to get out of there. Promise me that you'll run as fast as you can if you feel threatened.

"Max" Billy responded.

"Promise me" Max growled. Billy flinched back.

"I promise" Billy said, eyes uncertain.

"Please just be careful" Max sighed. Billy nodded.

"Max thanks for everything" Billy smiled before running off.

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SO I thought this was a better chapter. REview and tell me what you think.


	3. Chapter 3

So I'm glad people are liking the story. More people reviewed so thats good. Now comes the part I was exited about. R&R please. I want you opinions. Tell me what you think especially about the twist in this chapter :D or at least I think it's a twist maybe it's not.

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Billy shuffled back and forth just like the day before. School had just ended and James was leaning casually against a locker. Billy grabbed his backpack strap and waked up to him.

"Hey BillBill" James smiled, discreetly running a finger across Billy's hand. Billy shivered.

"Hi" He smiled back.

"You're nerves" James chuckled lightly. "That's cute." Billy blushed. He was upset with himself. How was he supposed to make a good impression when he can't even talk to him without blushing? "Do you want to hang out?" James asked, his eyes darting past Billy to the girl heading their way.

"Ummm…. Yea" Billy stuttered. "Where would…" He started.

"Hey Billy" Norah said loudly, stepping up to the two boys.

"Hi bow" James nodded.

"Hey" Norah said back, giving him a weird look. Billy never hung out with other kids and even if he was starting James was the last person she'd expect. Billy was sweet and a little stupid. James was really smart, maybe genius level, and kind of a bad boy.

"Hi" Billy said to his sister. James was impressed that Billy was able to hide his blush by fixing his hair.

"What are you talking about?" Norah asked. Billy opened his mouth but James cut him off.

"Mrs. Lee gave us a project to work on." He said. "Billy's my partner."

"Oh" Norah said. Part of her was relieved Billy wasn't making friends. It was selfish but she wanted Billy for herself. He was her best friend. They spent all their time together.

"I'll probably be over at your house for the next few weeks. My Dad doesn't like people coming over" James told her. Billy's heart shot up. He immediately thought of Max and him wanting to meet James. Maybe that was going to happen sooner than expected.

"Are you coming over today?" Norah asked. James glanced at Billy.

"If it's ok with Billy than sure" He said. Norah frowned. She wanted to play with Billy today.

"Ummm…." Billy frowned, He wasn't ready for his family to meet James. He'd said that to Max just the night before. His mind flew through hall the terrible possibilities. What if they found out? What if James met them and they scared him away? What if….

"Earth to Billyboy" James called, shaking a hand in front of the other boy's eyes.

"Oh ah sure" Billy stuttered out without thinking. He turned away so Norah didn't see his face go ghost white.

"Well than Speedy and Hair Bow let's get a move on." James called, marching toward the door. Billy regained some of the color in his face. Thank god Norah didn't seem to here James call him Speedy.

Norah was distracted when James called her brother a nickname. They weren't friends were they? Was Billy not telling her something? They told each other everything. Her heart dropped. She wasn't loosing Billy was she? NO, of course not. Billy was still her best friend. HE just had a project with this kid. James did call her Hair Bow. Maybe he gave everyone nicknames. She followed the two boys who were walking down the hall without her.

ENTER LINE BREAK

Max was sitting on the living room couch when the hidden TV popped up. "Classmate approaching." He used his finger to pull down the screen just before the door opened. HE glanced over at Norah who was talking nonstop to Billy and another boy. Max smirked. This must be the boy Billy was talking about. He was cute for a kid. Norah was acting weird though.

"Hey Billy, Norah. Who's your friend?" Max asked.

"This is James" Billy squeaked out, trying to sound normal but failing epically. James smiled wickedly before Billy continued. "We have a school project together."

"Yea" James nodded. "Is there anywhere private we can work?" He asked Max, giving Norah a short look. "I don't want anyone distracting us." Max nodded.

"You can work in my lair as long as you don't touch anything." Max told them standing up. Billy gave Max a relieved smile. "The slides over here" Max smirked before opening the hidden door and sliding down. He rolled off the bed to make sure the two boys didn't flatten him.

"Whoa" James gaped at the room. This is so awesome. I need a lair like this! Oh my god! You have an Axel Mainframe 2006!" He almost shouted rushing over to the computer. "These things are impossible to find and crazy expensive. The security at the Los Angeles computer science center had too much security to break in. I tried three times and couldn't get past the main entrance."

"You tried to break into the Science center?" Max asked, raising an eyebrow.

"How else was I supposed to get one of these" James asked, looking at Max as if he was stupid. "How did you get it! You have to tell me!"

"Calm down" Max laughed. "I actually hacked in and got the blueprints."

"Why didn't I think of that" James asked, hitting his forehead. Before Max could say something else the boy pulled up his sleeve to reveal a 5 inch gray manacle with an unmarked keypad on it. He pointed it to the computer and pressed a button. A blue light shined the computer from top to bottom before vanishing.

"What is that?" Max asked, almost grabbing the kids arm.

"I built it myself" James said smugly. "It has over thirty uses and this is just the prototype. I'm making one with better weapons. This can stun a person but that's mostly it. It won't help in a fight." Max sat down gesturing for him to continue. "It similar to a supercomputer. It can calculate any problem I type in. It can also scan things and people as you just saw. It gives me the makeup blueprint and if used on a human, everything about their health and body even their blood type. It also can tell me a superhero's powers, sometimes ones that haven't even shown themselves yet."

"That's amazing" Max said, shaking his head.

"Yes I'm a genius I get it. Can you maybe leave so I can spend some time with my friend?" James asked cheekily. Max smirked but nodded.

"Oh cover the cage. Doctor Colosso is only faking being asleep." Max chuckled. Billy glared at the rabi cage, using his super speed to cover it and put it upstairs. He was back in seconds.

"Hi" Billy blushed looking at his feet.

"You know you're adorable" James smiled taking Billy by the hand. Billy let himself be lead over to Max's bed. "Don't worry cutie I just want to cuddle" He laughed. Billy smiled and got up on the bed. James took Billy in his arms and pulled him close. "You're so tense. Is this ok?" Billy nodded. "Does it make you feel uncomfortable?

"No" Billy said in a small voice.

"You don't have to be nervous" James whispered. Gently he leaned in placing his lips to Billy's forehead. "We'll go as slow as you want. If things are going to fast just tell me." Billy nodded.

"Do I have any superpowers that haven't come yet?" Billy asked.

"You don't like just having super speed" James said more of a statement than a question. Billy nodded anyway. "I haven't scanned you" He whispered. "But even if you don't get any more superpowers you can do a lot more than just run fast.

Billy looked surprised. "What do you mean?"

"Superheroes are all close-minded when it comes to powers" James sighed. "It's not their fault. They were raised that way." Billy still looked confused. "Here let me give you an example" James said. HE slipped off the bed and gestured for Billy to do the same.

"What are you going to do?" Billy asked, tilting his head slightly to the side. James smirked.

"I'm not doing anything. You're the one that's going to do it." He chuckled. James glanced around the room till he found what he was looking for. Max had a small garbage in the corner filled with crumpled up paper. Smiling to himself James plucked one out and walked back to Billy. "Take this inn one hand" HE said handing it to the other boy. Billy did as he was told, taking the ball of paper in his right hand. "Do exactly as I say" James told Billy.

"O…K…" He responded warily.

"You can move more than just your feet at super speed" James said, stating a fact Billy already knew. "What I want you to do is lightly grip the paper. Don't hold it tight or it won't work. Understand?" Billy nodded. "Now I want you to move your hand fast enough to cause friction but not fast enough to cause too much wind. When it happens throw the paper ball at me. You'll know what I'm talking about when it happens." Billy nodded. "ON the count of three. One. Two. Three."

Billy shook his hand. It felt weird the way his hand and the paper scratched against each other. He barely had enough time to realize it was getting hot. In less than five seconds the sparks turned into fire and the paper burst into flames. Billy shouted in surprise throwing the ball like he was told.

James moved his hand to stop the ball midflight, smirking the entire time. "W-what just happened?!" Billy nearly shouted.

"As I told you earlier. Superheroes are close-minded when it comes to their powers. They can't think outside the box. You can do more with your powers when you think outside the box. You BillBill can throw fireballs and that's not all. There is so much you can do that I can teach you if you want.

Billy nodded his head like crazy. Please teach me" Billy shouted, jumping up and down. James laughed.

"Ok but first let's get these fireballs down. Then we can move on to something more advanced."

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So what did you thiiiink? I'd been thinking for awhile aout how Billy especially can do alot more with his powers than they taught him. Please Review. ALso please check out my other stories if you liked this one. :)


	4. Chapter 4

Im so sorry it's taking me this long to post. It's my first week of school and it's hell. I've already been asined papers to do. ONe teacher didnt even show up to class but emailed us an essay to do anyway. I've bee nup to my neck in work since monday and I'm drowning in my tears. Everything just gets harder as the year goes on and I dont know if I could take more worl. Not to metion I have stained glass and cyramics, easy classes but I have to spen a combined 9 hours working on those projects out of class every week to finish what I need to do. Never mind, I'm sure all of us have problems.

anyway I hope you enjoy this chapter. Please Review when you're done. ALSO I'm starting a game of sorts. I'm adding up the names of everyone who reviews on any of my new chapters (On all my stories) from now to the 10th. ANyone who shares their opinion (Not just comments somthing like good job or update soon) Will get their name in a raffle. THe winner gets to be a guest charactor in the fanfiction of their choice. You only get one entry each chapter so even if you comment 10 times on Chapter 4 you'll only get 1. and If you're not logged in you wont count. I cant give an award to a guest.

Thanks for reading and enjoy.

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"Whoa!" Billy exclaimed.

"See, I told you" James laughed. "You can do a lot more with your powers than you think. Billy had been practicing his paper fireballs for almost an hour and James was shocked how fast Billy picked it up. Billy seemed a little stupid, in a cute way, but still stupid. In under an hour he could make the fireball in less than a second and fling it with perfect aim. When he had mastered his aim James suggested he use his super speed to throw the ball farther.

Billy hit the targets with a faster speeding ball of flame to the point where it now had dents in it. "Can I learn something else now?" Billy asked excitedly. James smiled.

"I really didn't think you would get this good so fast" James smiled. He loved the enthusiasm in Billy. He loved it when the super-boy was happy. It's like he could bounce off walls and his gorgeous smile that stretched from ear to ear lit up the whole room. "Maybe we could just sit for a while?" James suggested. Billy's smile grew softer but nodded anyway. The two boys sat on the foot of the bed. Billy's legs swung back and forth.

"What can you do?" Billy asked, glancing at his boyfriend.

"Huh?" James asked, blinking. He'd been too busy staring at Billy's cute little pout to hear the question.

"If I can do things like throw fireballs, what can you do?" Billy asked again. James chuckled.

"That is a secret" he chuckled, giving Billy a mischievous smile. Billy pouted again.

"I don't know much about you" James commented, placing a hand on Billy's leg. "All I really know is that you're cute and sweet, and advance your powers a lot faster than expected." Billy's cheeks turned a light pink.

"Umm…" He stuttered out. James gave Billy's leg a reassuring squeeze. "There's not really anything interesting about me" He said quietly, looking down. James rose an eyebrow. Billy was acting a lot more self-conscious than before.

"Of course there is" James smiled, giving Billy a peck on the cheek. No one as wonderful as you could be boring." Billy frowned.

"I'm really not that interesting. I just follow Nora. She's smarter than me. OW!" Billy shouted when the other boy hit him in the side.

"You are not stupid" James almost growled. "If you were stupid you couldn't have learned as fast as you just did. You have to stop listing to other people."

"What does that even mean?" Billy hissed, rubbing his side. Maybe James had super strength because god that hurt.

"You let everyone tell you who to be" James said more lightly but just a serious. You have so much potential but you dint even realize it because you believe it when your family and friends call you stupid. You're smart BillBill! Just open your eyes."

"What about you?" Billy asked, changing the subject as fast as he could. He didn't want to disappoint James. Billy knew he was stupid. Why couldn't James see that? "I don't really know anything about you." James sighed but let the subject change happen. Next time he wouldn't let go so easy.

"What do you want to know?" Billy scratched behind his ear, trying to come up with a question. "What's your favorite color?"

"Light Purple. What's yours?" James asked.

"Blue or Green" Billy replied. "What's your favorite animal?"

"Dog. You?" James asked, subtly leaning in closer. They were so close that if Billy just turned his head they could kiss.

"Same" Billy smiled? He went to ask another but was interrupted.

"Favorite place?" James asked.

"The great wall of China" Billy said after a second. "How about you?"

"Anywhere you are" James said. Billy turned to look at his friend. Before he could even fully turn his head a pair of smirking lips pressed against his own soft ones. Billy made a tiny sound making James chuckle into the kiss.

Billy didn't even notice. Was James using his electricity because god it felt like it? His lips tingled and sparked and he never wanted it to end. When James finally pulled away, gasping for breath Billy realized sometime during the kiss he'd been pushed back on the bed. Not only that, but James was on top of him, kneeling on either side of his waist and hands pinning down his wrists. James loosened his grip at the look on Billy's face.

"Is this ok?" James asked in a whisper. Billy's brown eyes were wide and staring up at him.

"Kiss me again" Billy gasped out. James smiled again and did as he was told.

 **ENTER LINE BREAK**

Back upstairs Max was sitting on the couch in the living room levitating Nora up the stairs. That was the fifth time she tried to sneak down to his lair. He wanted to just lock her in her room but that would look suspicious. Him parents were already yelling at him for 'bothering his sister'. They didn't know that his laughing and insults were just a cover for keeping her away from Billy. This wouldn't last must longer though. He'd need to tell them he'd be down. Once he knew she was in her room he stood up, leaving his scolding parents.

Instead of listing to their annoying speech on "acting his age" he walked down to the door that lead down to his lair. He knocked lightly and frowned when there was no answer. IF he didn't hear footsteps on the stairs he would have knocked again. Instead he opened and shut the door.

Max let out a gurgle like cough. His innocent little brother was being pinned to his bed and doing some very grown up kissing. "Billy" Max choked out. There was no response, only a moan. Max's cheeks flared red. "Billy" He repeated louder.

"MAX!" Billy shouted, pushing the other boy off him. James fell to the floor with a bang. "Jamie are you ok?" Billy stuttered out, glancing back at his brother momentarily.

"Fine" He shrugged, standing up with a smile. Billy gave him a nickname.

"Nora is coming" Max interrupted their talk. "She'll be here in…" Nora landed on the bed.

"Billy" She smiled. "Want to play?" Billy smiled but Nora could tell it was strained. Did Billy really want to spend time with James instead of her? It made her chest tighten up in a way it never had before.

"Ummm…." Billy mumbled.

"I was just leaving anyway" James said, with a tiny smile. "I don't want to keep you away from each other." Billy nodded silently. "I'll see you tomorrow?" James asked.

"Yea" Billy replied, pulling out a dazzling smile that made James eyes light up and Nora want to scream.

"By BT" James called over his shoulder. Max gave his brother a nod before following the boy out of the room. He continued following him out the front door. The two stopped when they were alone.

"If you hurt my brother you'll regret it" Max glared. James chuckled.

"I know… but you couldn't hurt me even if you tried."

"You think you could beat me?" Max laughed. He was cut short when tree roots released from the ground and tangled around him.

"Did you know tree roots grow over twenty feet?" James asked, smirking.

"Sto-mmgmf." Max was muffled by leaves flying from their spot on the tree and trying to shove past his teeth. Just as fast as the attack started it stopped. The roots fled back into the earth and the leaves fell to the ground.

"Don't underestimate me" James laughed loudly. He winked before strutting away from the house.

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I really liked the end. What do you think? REVIEW!


	5. Chapter 5

today (lets prtend I postd thsi before midnight) is a very specil day. It's my 2 year anaversery of joining this cite. In celebration I posted a special My Babysitter's A Vampire story and wrote long chapters for Kissing Scars and Billy's heart. I was suposed to finish this chapter this morning but I didnt realize we were going christmas shoping. Thats why I'm posting so late. (28 min after midnight) Anyway I havnt posted for awinle in this story but I'm going to start up agin. Now that I'm on break I'll have more time. Please read and Review. I want to know if people are still reading and if so how they think the chapter is.

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Max hurried back into the house, slamming the door behind him. What the fuck! That KID just attacked him! Not only that but, the boy actually beat him. Who the heck was this kid? Sure he was surprised when it turned out he had superpowers but he was still just a kid. Max should have wiped the floor with him. What power was that anyway? The kid hadn't moved a muscle. Could he control plants? That made science but was that his only power. No it couldn't be. Controlling plants wouldn't account for the leaves trying to gag him. James had telekinesis and most likely could control plants.

"Billy!" Max called, keeping his voice as calm as he could. Thankfully his family was too busy to hear the shakiness in his voice.

"Max?" Billy asked, appearing next to him in a gust of wind.

"We should talk in my lair." He stated simply.

"I was just there" Billy complained, giving his brother a weird look.

"Come on" Max grumbled, grabbing his brother's arm to drag him as fast as he could down the stairs to his lair. The moment the door closed behind him he let go of Billy's arm.

"What's wrong?" Billy asked, blinking up at his brother. Max shook his head still trying to understand what just occurred. He quickly glanced around to make sure Norah had gone upstairs with Billy like he thought.

"Your boyfriend just attacked me." Max said in a gravelly voice. Billy's cheeks turned red for a long second before he eyes shot to max in shock.

"What?" Billy asked.

"James just wrapped me in tree roots and gagged me with leaves!"

"That's what he can do! Awesome" Billy said excitedly, bouncing on the balls of his feet before blushing again. "And he's not my boyfriend… yet… I think." Billy stammered. Max wanted to role his eyes laugh and puke at once. He really wasn't too angry at the kid. Sure he'd beat him but that was because Max had been caught off guard. Plus he liked how the evil kid worked. Though he still had mixed feelings about Billy being around someone who had a dark streak in them. But if Billy liked him and James liked him back then all Max could do was encourage them while standing on the sidelines to make sure no one got hurt.

"Billy be careful" Max sighed again, needing to say it more for himself then Billy. "And NEVER make out on my bed again!" Max hissed. Billy looked down but Max knew he wasn't ashamed. He was just hiding that blushing face again.

"Ok Max. Thanks for warning us about Norah." Billy said with a small smile.

"Shure kid." Max grinned back. How could his little baby brother be growing up so fast. "Now get out of my lair before I vaporize your eyebrows." Billy squeaked and covered his eyebrows. Max laughed at his brother super-speeding away.

Billy rushed up the stairs and into Norah's room. "Billy!" Norah wined. "What took you so long?"

"Max wanted to burn off my eyebrows" Billy said dumbly. His eyebrows sloped down. Why was he feeling so stupid?

"Let's play doctor. I can be the doctor and you van be the patient. Your arm was bitten off by a SHARK!" Norah said excitedly. Billy grinned at his sister and they started to play. Norah did her best to play like normal but Billy wasn't acting right. He looked worried. Billy never looked worried. He didn't have enough brain to worry.

"MY ARM!" Billy shouted, dropping onto the bed. Norah shot him with lasers again baking Billy flinch. "IT ATE MY ARM!"

"Stand still for the laser surgery" Norah commanded.

"OW!" Billy shouted, grabbing where the lasers had hit his chest.

"Billy are you ok?" Norah asked, looking worried. Billy never acted hurt.

"I'm fine" Billy sighed.

"Billy why are you hanging out with James?" Norah asked abruptly, trying not to look as hurt a she really was. Billy tilted his head in confusion.

"We're friends. I can hang out with other friends too right?" He asked, rubbing where her laser had hit. IT had been stronger than normal. That normally only happened when she was angry or upset.

"Yea." Norah said "But why don't you want to play with me! Don't you like me?" her lower lip shot out in a pout. Billy hissed under his breath. That was gross. If Norah knew how him and James were 'playing' then she would never had said that. It made Billy want to puke.

"I do like you Norah, you're my sister and best friend. I just think we should be able to see our other friends. You do have other friends right?" Billy asked.

"Of course I have other friends." She shouted defensively. "I have lots of friends, tons of friends. Way more friends that YOU!" Billy stepped away, eyes wide and filled with hurt. "Billy" Norah said, apologetically. But Billy sped away before she could say any more.

The door to his room slammed behind him. Why was Norah so upset with him? She knew James would never replace her. They were best friends. His sighed and sat down on his bed. He looked around his room, feeling stupid again. His room was filled with stuffed animals and toys. He was a little too old for that right? James wouldn't be playing with toys. That might have been what made him so uncomfortable with Norah. James acted so much older. He always made Billy feel like a little kid next to him. He had to admit he was too old for toys, especially the Thunder Man action figures his dad kept buying him for his birthday. Maybe it was time to change, come out of his shell and be someone James might actually really like.

He smiled, feeling better than before. He was going to say goodbye to the old Billy and hello to a newer more mature cool Billy. The boy grabbed the money he'd been saving since forever and ran out the door. He always did a little work on the side that his family didn't know about. He mowed lawns, and washed cars and things like that. It only took him seconds and he was able to make a lot of money. How else was he supposed to pay for all the funny hats and outfits when he went somewhere? The carrot hat from the carrot museum cost thirty bucks. It's not like he was going to steel stuff… even though he could do it easy.

Twenty minutes later Billy rushed back into his room, arms filled with bags. Things were so much cheaper in some of the other countries. He might have gone through almost all his money but it would be worth it. He moved at a normal pace, outing away his new clothes. He'd deal with his room later. His excuse was lack of money but the truth was he didn't want to say goodbye to all his fluffy friends.

ENTER LINE BREAK

James casually leaned against the Thunderman mail box, waiting for Billy to leave for school. He knew he'd have to deal with that annoying bow wearing brat but he really wanted to see Billy again. He also wanted to make sure the incident with Max hadn't changed the boy's crush on him. The seconds ticked by and James absently stroked a few of his jelled spikes. Maybe he should die the tips red or black. Black might look cool. He'd be kind of punky. HE also adjusted the thick nerdy glasses Billy liked him to ware. They were 'hipster' glasses, whatever that meant. Those weirdoes are always coming out with odd styles and crazy names. Though he had to agree he liked himself in the black framed glasses. It gave him a kind of sexy bookish look.

The door opened ten minutes later than normal. Billy had been arguing with his parents who were asking why he looked like a biker. He didn't look like a biker! Even Phoebe agreed with him. She'd actually thought the leather Jacket was cute on him. The red skinny jeans and gray checkered shirt she wasn't so sure about. She didn't like the way they clung to his body. IT made him look to old in her opinion.

Max had giving Billy a hard and somewhat disappointed look. The villain in training knew he'd have to have a long talk to Billy about changing yourself for others. If this kid didn't like Billy as he was then Max would insist they stop seeing each other. He didn't want his little brother to be pushed to act like someone he wasn't. Billy was still scowling when he exited the front door, Norah at his side, sharing a similar look. She hated this. Billy changed because of that stupid boy. She wanted to laser his stupid spikey hair on fire. First he tried to steel her friend and now he was trying to change him!

"Billsy!" James gapped. His moth hung open for a moment before he was able to close it.

"Jamie you're here!" Billy exclaimed. Norah gave her classmate a dangerous glare.

"Um yea. I thought it might be fun to walk to school together." He said, looking confused at the cute boy.

"What's wrong?" Billy asked, looking down at himself. Max and James could see the self-conscious look Billy was giving himself.

"You're dressed… differently" James finished.

"Stop talking" Norah hissed. "Or we'll be late to school." She grabbed Billy by the arm and dragged him past James.

"Ow! Norah, stop you're hurting me!" Billy exclaimed, trying to get out of her vicelike grip. Norah ignored him, moving faster to get away from the presence she could feel close behind. "Norah!"

The little girl didn't have time to react to the fingers digging into her arm. "Let him go" James hissed, roughly pulling her arm away from Billy.

"OW!" Norah shouted. She didn't realize James was using just a tiny amount telekinesis to dig his fingernails deeper then he normally could have.

"Hey let her go" Phoebe shouted at James. James released her, not ceasing the glare trained on her.

"You Jerk" Norah growled, lunging at the boy. Her arm stung and she wouldn't be surprised if there was blood bellow her sleeve.

"Stop" Pheobe shouted, holding Norah back.

"He attacked me!" Norah screamed.

"You were hurting Billy!" James shouted back, just as loudly.

"I was not!" Norah screeched.

"If you really cared about him you'd have realized he was SHOUTING for you to stop!" James barked. Norah flinched back.

"Billy?" Norah asked quietly, looking over to her brother who was rubbing his arm gently.

"Get over your pathetic jealousy and act your age. You can't control BillBill's life! He can be friends with me if he wants. DEAL WITH IT!"

Norah looked wide eyed from Billy to James. Billy wouldn't look her in the eye and James had a deathly stare. They were both lucky he didn't have heat vision or her face would be a puddle of goo on the ground. Norah let out a sob and ran away from them, towards school. The twins looked at James and Billy stared at Norah's retreating form.

"Go to her Willy" James sighed.

"What!" Billy asked, surprised that James didn't sound the least bit angry anymore.

"I didn't want to hurt her but you have to agree she was trying to control your entire life."

"But she's my sister" Billy defended. "She just missed me…"

"Yes B and she has every right to be angry at me. I don't like her. I think she's a spoiled brat but I know you love her. So go comfort her. Make sure she knows I'm not stealing you from her. Ok?"

"Ok" Billy said, voice lacking all its normal joy.

"And Billy." James added. "You look nice." The grin appeared back on the superhero's face just like James had wanted. "Now hurry up or she'll get away."

"I'll see you in class" Billy said hesitantly before running after his sister. James sighed sadly.

"So you're why Billy's dressed like that" Phoebe said, crossing her arms. Max frowned at the boy too.

"Billy shouldn't have to ch…" Max started.

"I didn't know Billy was going to start dressing like that" James interrupted. "I didn't ask him to and I didn't want him to. I liked how he dressed before" He stated, knowing max would understand. "I'm not going to encourage him. I know he shouldn't have to change to be around me. I'll tell him that when he doesn't have to deal with Norah."

"Good" Max said, nodding his head in improvement. That was a relief. EH didn't want to have to talk argue with the kid. Even though he didn't want to admit it, he was scared of what the kid might do if he got angry. Billy had made it clear that James wasn't afraid to hurt people and James had completely confirmed that last night.

"I'll walk a little James said. "I hope to see you again Max." he told the teen, grinning evilly.

"What is going on?" Phoebe snapped at her brother the moment James was out of earshot.

* * *

Billy sat down in his first class, thankful that he wouldn't see Norah for another hour. Actually he was thankful for this whole class changing thing the school came up with. The school wanted to prepare them for middle school so they changed classes four times each day. There was the first hour home room, where they did roll call, said the pledge of elegance and had the announcement. Then they went to English and writing for two hours, which he had Norah in. Following that came lunch where he and Norah sat alone in a corner. After math came math where the students were split up for either regular or remedial math. He was in remedial math so neither Norah nor James were there with him. Lastly came 'full class' which consisted of social studies, science, writing, and whatever else they decided to do that day. James was in homeroom and final class with him which Billy loved.

Unfortunately today was not turning out to be a good day. James had come in late and had to sit next to the teacher's desk ask punishment. Sure Billy could still stare at him but it would be obvious to the other students. That meant they didn't look at each other, just listened to announcements and stood for the pledge.

He didn't even get to speak to James before English. The teacher was scolding him for being late after being in school less than two weeks. He did however sit next to Norah who still looked on the verge of tears. Billy tried to talk with her like normal but she ignored him. He even did a few of his bad jokes she always laughed at. He eventually tried to crank up the stupid which normally made her role her eyes and tease him. This time nothing happened. They sat silently listing to the teacher speak about the book they had read the day before. Billy hadn't actually finished it since he was having difficulty with the bigger words.

On the other side of the school James tapped a rhythm on his desk causing his teacher to stop class and yell at him again. James was annoyed and decided to annoy everyone else as much as his thoughts were annoying him. Norah popped up every once in a while but what was truly annoying him was his cute boy he had a crush on. BillBill was dressed up wrong. Yes, the kid was smoking hot like this but it wasn't Billy. James liked the simple kidish outfits Billy wore. It reflected his attitude on life, bright colors and happy smiles.

This Billy showed off his body and radiated a cool guy vibe. Billy wasn't cool! He was adorably young an innocent. Why did Billy think he had to change? Did he think James didn't like him as he was? Did he think he wasn't good enough as he was? Those were the farthest from the truth as anything could be. His Billyness was what made him Billy.

The question was should he talk to him a lunch with the brat around or hide away with him after class. He probably couldn't explain everything properly in front of Bratty Hair Bow so he'd have to deal with it after school. He guessed for the meantime he'd just have to enjoy the view. That thought brought a smirk to his face. Yes Billy would be dressing normally tomorrow but today he was going to enjoy that tightly clothed slim body… at least as far as he could go without things getting sexual. He wasn't going to force Billy into something like that. They were both a little too young, Billy especially. He shouldn't have to grow up anytime soon.

Billy and Norah sat just as silently as they had been in class eating their lunches. Billy did his best to hide his glances across the room. Norah would probably freak if she saw Billy paying more attention to James without him even being with them.

"Hey Norah do you want to play when we get home?" Billy asked, hopefully.

"No" Norah deadpanned.

"But Norah I want to play with you. Who else am I supposed to play with?" He asked, hoping she answered right so he could make his point. HE really was smarter than he gave himself credit for. He almost smiled at that.

"Go play with James" She grumbled under her breath.

"But I don't want to play with James. We hung out yesterday. Today I want to play with my best friend." He smiled. Norah finally looked up at Billy. Her eyes were still red but there was a glimmer of hope.

"Really?" Norah asked.

"Duh!" Billy chuckled. "I told you I still wanted to play with you."

"I'd really like that" Norah grinned back. "Let's play laser surging again so that…" Billy let her talk on, paying only a little bit of attention. James looked stiff and he wasn't interacting as much with his friends. He was staying out of their laughing and joking. Did the argument with Norah really hurt him that bad? "Billy are you listening?" Norah asked.

"Huh?" Billy asked, giving a confused look.

"I was talking about what we were going to play" She sighed, rolling her eyes at her brother's stupidity. He really didn't have the brain to think for himself. She was surprised he reached out to James without her. She was the one that thought for him. They started talking again, this time Billy made sure to pay attention. He still wanted Norah to be his best friend. He wouldn't leave her for James.

'Full Class' crept by at a snail's pace. It felt like every second was an hour. Billy could barely stop himself from jittering in his seat. He definitely couldn't pay attention. He'd been looking at James when the other boy had glanced back. The eye contact shot a shiver down his spine. Those blue eyes peirsed his soul and now he couldn't sit still. He wanted to talk to James, make sure everything was ok. Kissing him was also high on his lists of things to do right after class. Even though time slunk by it still surprised him when the Bell rang. This time he was out the door first like normal but stood to the side of the classroom, watching the others leave. The more that came out the more he twitched.

"You seem Eager Billyboy" James grinned, sliding out of the classroom.

"James I…" Billy started.

"Shush B. Follow me." James chuckled. He moved quickly around several turns till they reached a door. IT didn't look like a classroom door because the classroom doors normally had a window. "So we won't be overheard" James explained with a wink. When the hallway was empty he pulled Billy through the door and shut it behind them. It was a small janitor's closet and had no romantic feel at all. OR at least it didn't till James's lips pressed roughly against Billy. The closet was just big enough for them and the janitor's cart to fit so when James pushed Billy backwards he met the wall.

Billy gasped for air when their lips separated for a moment. His back was up against the wall and his front was pressed against James's body. "You kissed me" Billy repeated, saying the only words that would come out of his mouth. James smirked evilly.

"I'm glad you noticed. I was worried you thought I was hitting you with a fish" James deadpanned in a joking way. Billy chuckled. "I have some things to talk to you about" James said soberly.

"Ok?" Billy asked, losing his joy. He knew something was serious.

"But first, God you're so hot right now!" James said before slamming their lips together again. His hands went under Bill's leather jacket and ran across his body. Little jolt of electricity escaped from his fingers without his control, casing Billy to flinch and moan. It sent him shivering into the touches, breath escaping in pants.

Billy's hand touched James's hair. The hard jell cracked under his hard touch. By the time Billy was done running his hands through the spiky hair it was disheveled and half leaning at odd angels. James followed Billy's example and ran his fingers across the other boy's hair. IT send Billy into another shivering episode, making James smile. Even without electricity he could cause the boy to lose control.

Billy gasped into the kiss finally realizing his lungs still needed oxygen. James's lungs agreed with Billy's and forced air into them. "That…was… wow" Billy gasped between words. James grinned.

"Your wow" James told Billy causing the other boy to laugh.

"I was worried you were upset with me" Billy murmured, sobering some.

"I'm not" James said. Their bodies were still pressed together, flush skin touching cold leather. "I do need to talk to you about this" He said, gesturing to the new clothes.

"Do you like it?" Billy asked hopefully.

"Do you like it?" James asked. Billy nodded but his smile didn't reach as wide.

"Is it ok?" Billy asked.

"Why did you decide to dress different?" James said, ignoring Billy's question.

"So I would look better" Billy replied.

"Did you not like how you looked?"

"I did. I just thought you would like me better this way."

James leaned in and pressed a soft kiss on Billy's lips. "I didn't want you to change. If this is who you are then I think you look amazing but please don't change for me. I liked you for who you were. Do you think I would kiss you if I didn't think you were perfect?"

"So you don't like how I look?" Billy murmured, eyes prickling.

"BillBill you are beautiful. You are sexy. You are hot. This outfit makes me want to pin you to a wall and ravish you." James said. Billy looked puzzled at the word ravish. "But you looked just as cute, just as attractive in your colored shorts and bright T-shirts. I like you Thunder boy and I'll like you any way you dress as long as you dress the way you want."

"So you like me how I used to dress… and how I dress now?" Billy asked.

"Stop looking so confused Willy. It might be adorable but you're a smart guy. I know you understand. So dress like you tomorrow. Ok"

"Ok I guess" Billy conceded. "But can I still dress like this sometimes?"

"Yes please" James laughed. He grabbed the cute boy and pulled him into another passionate kiss.

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Over 4000 words which I think is pretty good. Please review. Tell me if you think I got all the characters persinalites right and if you like the plotline. Thanks for reading.


	6. Chapter 6

Sorry for the long wait but the next chapter. I know i haven't been updating regularly on all my fanfiction but I plan on geting better at that. This is not just talk :p I added a posting scedual on my profile page. It is subject to change but I will follow it. If you want to know when the next update for a story is check there. While your there please do my pole too.

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Billy woke up with a smile on his face. Yesterday had been great, or at least the afternoon. Norah was happy again and James kissed him. Sure they'd kissed before but not like that. Just thinking about it sent shivers down his spine. Part of him wanted to do it again, push the boy into another closet and attack like James had attacked him. But another part of him was scared. He didn't know if he was ready to start kissing like that again. It felt too fast. He definitely didn't regret James kissing him but didn't know if he wanted it to happen again. That couldn't break his good mood though. He smiled widely through his morning routine, humming happily. Luckily his mom was outside and Phoebe was too distracted talking to Cheery to notice at breakfast.

"You seem happy today" Max commented after everyone left the kitchen. "Do I even want to know?" Billy grinned widely. "I guess that's a no" Max nodded. "You're dressing normal again."

"Yea Jamie said he liked the way I used to dress. But he liked how I dressed yesterday too."

"That's good" Max told him, chewing his food slowly. At least the kid had told the truth. He would have been angry if Billy had kept dressing like that.

"But I think I'll dress cool again tomorrow"

"Is James walking with you two to school again?" Max asked, getting up to drop his plate in the sink.

"I don't know" Billy blushed. Max rolled his eyes and smiled. "Well you better get ready. You should be leaving soon or you'll be late" Max said.

"Max you're not even ready!" Phoebe exclaimed. "You better not ditch again."

"Whatever" Max hissed, hurrying to grab his stuff. By the time he had gotten back from his lair Phoebe had already left, probably with Cherry. At least he didn't have to see her on the way to school. That girl made him want his death ray finished immediately.

That was a good idea actually. She was the most annoying person he'd ever met. His thoughts were on that possibility when he walked outside. He only made it a few steps before the ground around him crumbled. With a shout the earth engulfed him up to his shoulders.

"What's up Maxy" A familiar voice laughed.

"James" Max shouted. A small body dropped to the ground. James kneeled down at grinned at the teenager.

"What's up? He smirked.

"Get me out of this!" Max growled. James laughed.

"You're so funny Maxy. You wouldn't mind if I used your lair would you. There's some parts I need. Thanks" He called, dashing around the house. Max huffed, glaring at the soil.

The minutes ticked by and he waited. Just when he was about to shout for help the front door began to open. At the same moment he was pulled deeper into the ground. Max's eyes went wide and he gasped for a last breath before the world turned back. The first thing he realized was the space around his head was hollow and he could breath. That was lucky but for how long would the air last?

"But Noraaaah" Billy's wined.

"Come on Billy. You know I'm better at it" she replied back. Their voices were muffled by the dirt and the farther they got away the less he could hear them.

"JAMES GET ME THE FUCK OUT OF HEAR!" Max shouted.

James's dark laughter seemed to come from everywhere at once. "Hold in there supervillain. I'm almost done stealing your stuff. I'll get you out in a second."

"GET AWAY FROM MY STUFF!" Max shouted again. A layer of soil fell from the ceiling, covering the top of his head and rolled down his face. Max growled but waited. Maybe Cherry wouldn't be the one to test his death ray. Billy probably wouldn't be happy if he killed his boyfriend though. But he was sure he'd come up with some painful way to get revenge.

"I'm letting you out" James's voice laughed again. Max let out a scream when he was shot out of the ground like a bullet flying thirty feet over the house. His botty paused in midair for a millisecond before tumbling back down. James sat on the roof of the house swinging his feet, smiling widely at the falling form. With a flick of his finger Max froze two inches from the ground. "You really are fun" James laughed hovering down to Max who he let fall the last two inches.

"What the heck!" Max growled. "You could have killed me!"

"But I didn't" James grinned. Max opened his mouth but James held up a finger and shushed. "I don't want to be late for school. By." Max spun and chased after the boy but was thrown back to the ground.

* * *

Norah only half listened to her teachers, scribbling doodles in her notebook instead. She was too distracted. Billy wasn't in the room. He'd be in the same room as James. They'd be talking and hanging out and being friends. Yesterday had been nice. She got to play with Billy again but it wasn't the same. He wasn't her Billy. Being around James was changing him. The boy was a bad influence. She didn't want to have to do thin (that was a lie) but it was for Billy's own good. She'd have to separate them. The pencil in her hand cracked, snapping her out of her trance. She'd talk to him at lunch. At least that way they could discuss everything alone, without Billy's other supposed friend.

Norah sat at the lunch table glaring at her fork. She knew what was going to happen. Billy was late and Billy was never late. He was with James again. Lunch was there time! Why did James get Billy all the time? It wasn't fare.

Her prediction was proven true when two boys slipped into the lunchroom unnoticed by the teachers. Norah's glare grew darker. Lunch was half over and Norah hadn't gotten to spend any time with him. She kept her rage in though. She didn't want to lose it, even though she wanted to shoot lasers into his face s bad.

Across the lunchroom Billy laughed at something James said. They were smiling and Billy had that dopey grin that he got only when he was truly completely happy. He was happy without her. James really did steal Billy. She was on her feet before she knew what she was doing.

Her breath came in deep growling breaths. More and More students turned to her as she charged down through the lunchroom. "Billy" She said angrily, eyes flashing orange at James.

"Norah?" Billy asked, taking a step back.

"Billy eats lunch with me" Norah hissed, grabbing Billy by the hand. The entire lunchroom watched as she physically dragged her brother away from his friend.

"Norah you hurting me" Billy whimpered. She ignored him, pulling on his arm harder. Across the room James was frowning sadly. This was all too familiar. Norah was too jealous and no matter what she would cause trouble.

Billy flinched when he was shoved down into his normal chair. "Billy your supposed to sit with me at lunch" Norah said plastering a smile on her face.

"I was going to" Billy replied. Looking down at the table. "I just was talking with James." Norah thankfully didn't notice the blush on his cheeks. Their 'talk' had been in Bill's new favorite room in the school. They'd kissed but surprisingly James wasn't as fears as last time. The kissed had been slower and sweeter. He'd held Billy close but not flat against his chest. As they kissed James ran his finger softy through his hair, just lightly enough for Billy to know he was there. It had been a nice sweet kiss followed by another and another.

"You see James all the time. You should spend some time with me." Norah replied, finally eating her lunch. Billy's hands froze and he stared at his paper bag lunch. A few weeks ago he'd have smiled and nodded, doing what Norah said but James's words kept coming to mind. He really did cave to whatever Norah said. HE didn't stand up for himself and act the way he wanted. He didn't want Norah to think for him anymore. He wanted to be his own person like Jamie.

"Actually I see you all the time" Billy said. His voice wasn't raised but it was hard and filled with an emotion he had never used before. "I've always seen you. We live in the same house. We eat lunch together, spend morning and night together. I only see James a few hours a day. I think I have a right to spend more time with him. He's my friend" Billy growled, shocking Norah. A few of the students who had kept their attention on them since Norah's outburst almost gasped. Many had the jawn hanging open. It was like the things you see in cartoon but they really were gaping.

"But I'm your friend" Norah shot back, voice squeaking. Billy didn't respond and ignored her for the rest of lunch. When the bell rang he shot to his feet and stomped out of the room, anger and desperation coming off him like waves. For the first time in his simply happy life his world came crumbling down and he didn't know who to blame.

* * *

James leaned against the locker nonchalantly, twirling a pen in his hand. "Hello Norah" He said calmly, hiding his amusement at her stomping feet and furious glare. "Wonderful weather we're having." He leaned his head back, eyes on the ceiling instead of her.

"Stay away from Billy" She snapped, eyes flashing orange. James smirked. It would be so fun if she lost control of her powers. The blackmail would be hilarious. Maybe if he pushed her some more…

"I don't know BillBill pretty cool. Plus I'm a much better friend than you."

"Shut up" She hissed. "I'm his sister and I know him a lot better than you! You're turning Billy into a jerk like you." James brought the end of his pen to his mouth and took it in his teeth. "Stop manipulating him!"

"I'm doing no such thing. Billy's just allowed to act the way he wants. If anything you're the manipulative one snot."

"What did you just call me" She shrieked.

"Sorry that was rude" James said, the pen bobbing while he talked. He finally looked at her, with an exaggerated remorseful expression. "I'll call you brat instead."

"Just because Billy's too stupid to realize what you really are doesn't mean the rest of us don't. You…" Real anger flashed through the young boys eyes. He lunged, crossing the space in between them.

"Billy is not stupid. If out can't see that you really are just as horrible as I thought." He snarled. The pen fell from his clenched teeth and hit the ground. The thump echoed in the silence between them.

"Billy is stupi…" Norah began.

"Look past that fat little nose of yours and actually look at your brother. He's smart, kind, amazing but none of you are willing to see that. You like the picture you have in your head, the expectation for a stupid, dimwitted kid and Billy is forced to fill your needs. I will say this once Norah Thunderman. If you try to control Billy's life again I WILL intervene and trust me, you won't like it." Norah shivered at the rage in the boy's eyes and couldn't speak until he left her, stalking calmly down the hall.

* * *

Thank you for reading and I hope you continue. Please review I enjoy to here your opinions. PM me for anything you think I should change on the scedual. I'll see if I can shift things around for you but I made it this way because I think It's the best for me.


	7. Chapter 7

Hey everyone. This is a short chapter. I'm dealing with school and boyfriend stuff right now so I don't have much time to write. next chapter will have alot more fluff. I dont know if I liked how this one turned out. It defenetly isnt my best work. Please review

* * *

Norah's clenched fists shook as she looked at the retreating form of her classmate. How dare he call her brat! HE was the one manipulating her brother not the other way around. She had no idea what he wanted from Billy but she wouldn't let him get it. Billy would have to listen to her now!

Rage still flashing in her eyes she walked away, heading to the front of the school. She'd talk to Billy on their walk home. IN her anger she barely noticed the odd looks being thrown in her direction. She didn't pay attention to the small crowd that had assembled just outside the door. Word had spread about Norah and Billy's fight, something that had never happened before. Neither kid was very popular or had any friends but each other, but the extreme change in Billy's behavior had captured more than a few students attention.

They were watching the boy tap his foot angrily on the concrete. His arms were crossed and there wasn't a hint of Billy's normal smile. A few spectators were getting board. They'd hoped to see another outburst between the siblings but Norah was late.

The impatient whispers disappeared though when the door to the school swung outward, banging into the other door. Norah Thunderman looked ready to kill. Any smart person would have realized that approaching Billy like this would cause more trouble than good but Norah was too angry to think, which the other students were thankful for.

"Billy!" Norah shouted, stomping over to her brother.

"You FRIEND" she spat the word, "Just…."

"Tell mom and dad I'm hanging with James after school." Billy stated, eyes angry but voice calm

"No you are not!" Norah screeched. Billy turned away from her, ignoring her once again. No one saw the depressed sad expression that threatened to show on Billy's face. He was so upset. Why was Norah like this? She's his best friend but all she cared about right now was herself. Was it really always like this? Did she even care About Billy, the real Billy, not the one she had decided he was? "Billy get back here!" Norah shouted.

Billy kept walking away, holding back his tears. He kept a quick pace so Norah wouldn't keep up. He turned around the school and waited till she stopped shouting his name.

"She's really angry" A voice said softly right next to Billy. The Thunderman jumped, turning to stare at his stony faced boyfriend. Billy let go of the last bit of strength he had and fell into the other boy's arms weeping. "It's ok" James said softly, holding Billy gently. "Everything's going to be fine."

"No it's not" Billy choked out, burying his face into James's shirt. James's hand found its way to Billy's hair. He softly stroked Billy's hair till the sniffling stopped. James smiled and kissed the top of Billy's head, ignoring the snot clinging to his shirt.

"Do you want to go somewhere else?" James asked. HE had kept his eyes out for anyone but thankfully the crowds had dissipated once Billy had disappeared and no one had heard them. Billy nodded but held James harder. "Anywhere particular?" Billy nodded again. James touched Billy's chin, lifting it slightly so he could look into the teary brown eyes. "Then let's go." Billy silently nodded before taking off at super speed.

* * *

"What the heck did he take!" Max shouted, flinging more flash drives across the room. He rummaged through all his drawers and hidden places. Nothing was missing but he knew the kid took something! What did he take?

"Calm down Max. You're starting to act like Phoebe." Dr. Colosso said. Max ignored him, flinging his things around more. Max was fuming. He couldn't believe the kid trapped him again. Not only that but he broke in and…. Max froze.

"NO!" Max shouted. He whipped around and ran to his computer, smashing the keys as quickly as he could. No one could have gotten into those files. He'd protected them with so many codes and firewalls it would have a supercomputer days to break in. His stomach fell when he entered the file. There had been no password, no firewall. Every protection had been stripped away.

"The File!" Colosso shouted, voice high.

"He took the blueprints." With the help of new and sometimes dangerous technology Max had created a blueprint for a device that could nullify any superhero's or villain's powers. If the hero was trapped near the machine long enough it would be able to permanently shut off their powers. It was his big invention, the one that would make him a real supervillain. He'd come up with lots of crazy and useless plans while working on this machine. No one knew, not even the league of Villains who routinely hacked upcoming villains and heroes.

"He won't be able to make it though" Colosso said, not sounding convinced. "He'd need enough nuclear energy to turn the entire town green. We're safe for now as long as he doesn't show it to anyone.

* * *

"This is my treehouse" Billy said, sounding less upset than before. James smiled up at the slightly rundown wooden building that was built nearly eight feet up. He remembered seeing something about this forest on history channel, not that he watched that much. It was garbage. They only showed one point a view on everything and made it seem like it was true. Other than shows about nature like the one he watched which were few, they mostly just showed crap.

"It's great" He said truthfully.

"Come on, let's go up there" Billy said, hurrying up to the planks of wood that had been nailed into the trunk. James smile, turned to a smirk when he felt his shackle vibrate. It seems Max found out what he took. It was only a matter of time now. He'd hoped things would have gone slower but recent developments had made him rush things. He only hoped he could keep it a secret from Billy. What he was about to do would not be considers the most moral thing. "Come on!" Billy called.

"I'm coming" James laughed. He dropped down onto his butt and placed his hands on the dirt ground. Very slowly he lifted the dirt, making sure that each and every partial was bound in place. Billy blinked and followed his boyfriend with his eyes. "Hey slowpoke" James grinned, passing Billy on the way up the tree. Right now was time with Billy. He'd worry about the others later. Right now he needed his boyfriend as much as he needed James.

* * *

So thats the end of this short chapter. Please review and tell me what you think. I actully need to know cuz I didnt like this chapter.


	8. Chapter 8

I cant believ it's been sisx months since i updated this. I really thought it was only like six or seven weeks ago. I'm so sorry and hope people will still be reading this I promice I'll be posting more. For updates like my facebook page www*facebook*com/RainboeFez

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James sat on the bench built into the wall of the treehouse. The treehouse wasn't the most amazing thing in the world but it was pretty amazing that Billy built it himself. The inside of the treehouse consisted of the bench they were sitting on, a lumpy red beanbag chair next to what might have been a camp lamp at one time and a threadbare rug. "Hey BillBill?" James asked, looking out the window into the trees.

"Yea?" Billy asked, laying his head down on James's shoulder.

"It's really nice being here with you." He said.

"Yea" Billy agreed, letting his eyes close. There was still a little sadness in his tone though.

"I'm sorry about Norah" he continued. Billy didn't respond. "You know she cares about you."

"I know' Billy responded, attempting to end the conversation. James sighed, allowing silence to overtake them. Neither knew how long they sat there, side by side just enjoying the feeling of being pressed against another person.

"BillBill" James said after some time. "Can you try something?" Billy removed his head from the other boy's shoulder.

"With my powers?" He asked, an exited smile gracing his lips. James couldn't help but smile back. No one else had ever made his heart flutter the way Billy did. Those sparkling brown eyes lit up not only the room but also James's heart.

"Yes" James told him, adjusting himself so they were face to face on the cramped wooden bench.

"Are you gonna teach me how to fly?" Billy asked, bouncing up and down.

"Where did you come up with that" James chuckled. How could he say no to a face like that?

"You used your telekinesis to make the ground under you float."

"Yea but you don't have telekinesis BillBill." James chuckled. Billy blushed and looked away. "You really are adorable you know that" James smiled before kissing his boyfriend's cheek. Billy squeaked and looked back up, unintentionally batting his eyelashes. "Seriously adorable."

"Th-thanks" Billy smiled lightly. "So what are you going to teach me!?" Billy asked, once again bouncing on his butt.

"Something very important" James said. For the first time Billy had met James this was the first time he truly sounded completely serious. There was no sarcasm, humor or even teasing.

"What?" Billy asked. James sighed and placed a hand on the other boy's cheek.

"Billy" James started, calling Billy for the first time by his actual name, "Are you smart?" Billy's eyes grew wide before shutting. There was shame obvious on his face even with his eyes shut. James kept his hand firm on his boyfriend, waiting patiently for an answer.

"Ye" Billy muttered. He didn't see the sad but thoughtful expression James was giving him.

"That's complete shit BillBill. You're smart…"

"You keep saying that but I'm NOT!" Billy exclaimed, eyes shooting open with an almost manic look. "I'm a D student. I barely pass my classes and even I can tell the questions I ask are ridiculous!"

"There! Look there" James interrupted. Billy's turned his head. "No I mean what you said" James smiled. "You realize what you say sounds stupid."

"But only after I say it!" Billy groaned.

"Look at it like this Thunder-Cutie, if you're smart enough to realize you shouldn't have asked a question than your only problem is you don't think before opening your mouth." James stated. Billy frowned. "Billy I've seen you do some smart things, things that someone as stupid as you supposedly are could never do. You're family expects you to be dumb. They've put you into that mold since you were a baby and because of that you subconsciously played the role you were expected to. All you have to do is break out of that mindset. Making decisions without Norah, was the first step. Even if that caused some difficulty between you and Norah it's still true. "

"I guess" Billy murmured.

"Give me a chance Billy. Just try to believe in yourself." James told him. He knew Billy would think long and hard about this. Twice in that speech he didn't use a nickname. That was new and shocking enough to implant it as an important and interesting experience.

"Ok" Billy nodded. His body language suggested he had little hope of any plan working but his eyes, the ones that shone amber in the setting sun revealed the hope in his heart.

"Take us to a library, preferably a big one with few people." James said. Billy pulled Jack onto his back and took off in a run. Just like before it took only moments for them to arrive at their destination. The library they were in was dark, only a few lights still on in the night. Books were piled on tables and haphazardly thrown on shelves as if no one cared enough to put them back properly. The only sign of people actually using the place to learn was rows and rows of desks, lined up against the big glass windows.

"What am I supposed to do?" Billy asked.

"First grab a book that you'd understand" James said. Billy flashed into the shelves and back. "Good now go sit on that desk and read the first five pages as fast as you can."

"But I can't read fast" Billy admitted timidly.

"That's ok" James said, kissing Billy's cheek again. "I won't judge. I wouldn't expect any progress with this step anyway. Just do the best you can." James sat down a few seats away and watched Billy read. He clicked a button on his manacle and started the timer when Billy first opened the book.

Six minutes and twelve seconds later Billy looked up from the final page of his book. "Done" Billy said.

"Good job" James started.

"Really?" Billy asked, sarcastically.

"That was cute BillBill. You're almost as good at that as me." James smirked.

"That was sarcasm" Billy objected.

"Yes it was" James chuckled. "Don't worry. You'll be reading faster by the end of the night and hopefully processing allot more information." Billy gasped when he felt himself being lifted from the seat. The desks around them reorganized themselves as Billy hovered near the ceiling to give them a wide space under the working light. "I want you to read it again." James said, dropping Billy a little too roughly than he intended. But this time I want you to do it while running in place."

"What will that do?" Billy asked.

"Just run. You'll see." James said. Billy reopened the book and started to run. Two quick clicks on James's manacle and Billy had officially finished the pages in less than a second.

"Woah" Billy exclaimed. "How did I do that!?"

"BillBill, you can process information at an impossibly fast rate. When you run your brain has to work as fast as your legs so you can see where you're going. You should have been able to do things like this since you first got your powers but you're family treats you like your stupid to the point where you believed it yourself." Billy blinked and tilted his head to the side.

"But I'm not smart" Billy whispered. James stepped up to Billy and wrapped him in a hug.

"You are and you will be. I'll teach you everything I know and soon you'll be smarter than your brother."

"Really!" Bill gasped, eyes alight like fireworks. James smiled a bright grin and leaned in to kiss Billy. It lasted for only a moment but sent sparks through both of them. In the back of his mind Billy was wondering if James kept using his electricity or did the kissed really feel this great.

"Can I read more?" Billy exclaimed.

"Sure. But let's try a full book this time. We should start you off on something simple. Try finding an easy history book."

"History" Billy moaned. James smiled once again.

"Really BillBill? You'll only be reading it for a few seconds.

"But History is booooring" Billy moaned. James sat down at a chair and started typing on his manacle, completely ignoring the other boy. "Jamie!"

"I'll talk to you once you've read your book. If you want to be smart you'll have to get used to reading boring subjects. We can't start on particle physics or advanced mathematics until you get the basics. And I don't want you starting of with either science or math. That's difficult to understand and think you need to get a hang of this power first."

Billy groaned but flashed off anyway. "Fine. I got one" Billy grumbled, pouting.

"Puppy dog eyes won't work on me cutie." James smirked. Billy's pout deepened. Even though he really wanted to read something more fun and more age appropriate he opened the book and started running in place.

As Billy practiced his speed reading James turned his wrist so he could look at the blue prints he stole on the small screen. This was an extremely uncomfortable and annoying way to work but the only other option was a holographic projection above the keyboard and that would mean anyone watching could tell what he was doing.

The plans were surprisingly simple but complex in its own unique way. The type of energy needed would be almost impossible to obtain without the Heroes and the league of villains finding out. He had hoped it would have be easier but he wasn't Max Thunderman. He was far smarter and could use this to create his own improved version, a device that did more than just render super heroes and villains powerless. If his plan worked he'd be able to literally drain a person's powers from their body, either weakening them or taking the ability completely. And unlike Max's device he would be able to transfer that power to another person.

"Done" Billy called, grabbing James's attention.

"Do you remember any of it?" James asked curiously. He had hoped this information would stick because it had the speed to intergrade into important memories that wouldn't be forgotten.

"Actually I do." Billy said surprised.

"I thought you would James grinned.

"What should I read now?" Billy asked excitedly.

"Nothing" James laughed. "You're taking me somewhere nice where we can cuddle and talk, no more superpower training. I want to get to know my Thundercutie better.

* * *

Max paced back and forth, eyes trained on the tablet in his hands. "I can't believe he was able to hack me! The league of villains couldn't hack that file. They didn't realize it was there!"

"He's a smart kid" Colosso said, sounding proud. Max grumbled under his breath. "You should probably not get on his bad side. The kid's going to make a good villain"

But he's not a villain" Max spat, "so he's unpredictable. The only thing I could think of is he's going to wither sell the plans to the villain with the highest bid or use it as a bribe for something he wants from the hero league.

"Or he could be planning to take away everyone's powers so he could be the only one on earth with them." Dr. Colosso suggested.

"I don't know. He doesn't seem like the kind of guy to do that. He's a self-satisfier and that wouldn't really accomplish anything for him unless he planned on taking over the world." Max sighed.

"He would be evil" the rabbit objected. "Villains don't always go around spouting that their evil. "If he knew you had something up your sleeve he could have just started shaking up with Billy to get close to your computer.

"Shut up Colosso, that's disgusting" Max snarled. "He's not shacking up with my brother."

"Obviously you weren't down here when they were alone. I can here through that rag you put over my cage you know." The bunny said. Max's face turned white. "And right on your bed too." The animal laughed. Colosso handed though it was possible for someone so red to turn that pale at that speed."

"You're lying!" Max choked.

"Maybe I am, maybe I'm not. You'll never know." He said with a cackle. Max threw his tablet on his bed and rushed out of the room. He'd be vomiting on and off all day with that picture popping into his head.

* * *

I know this chapter was a bit boring but I decided to finally put two of the most important parts of this storyline into a chapter. Also I completely threw out the science of memory. I would have made it more realistic but I decided I really didn't want to open my notebook or textbook again. Biopsychology was boring and hard. Why look back at the notes when you can change science in fanfictions. :p


	9. Chapter 9

I dont know how many of you read yesterday's update but if you did I deleted that chapter. I just didnt like it. I dont like this chapter either but it'll do till next week. If you did read the original chapter you have a little more insight into James' family who we wont meet for several chapters. YOu'll notice this chapter is nearly identical with the original with James's home taken out. I didnt want to rewrite an entirly new chapter. This is mostly a filler so it's not great but please review anyway. I noticed I lost alot of readers.

* * *

Billy opened his eyes to a soft kiss. "Morning sleeping beauty" James smiled.

"Morning!" Billy exclaimed rolling out from under his boyfriend's light hold. "We were out all night!"

"Calm down BillBill" James interrupted, standing up too. "It's only been a few hours. I wouldn't have stayed here all night with you" He chuckled, hugging Billy from behind. Billy leaned back into the touch.

"So I have to go home?" Billy asked. His eyes darted around the room full of soft couches and fake fireplaces. Who knew a furniture store would be comfy after closing.

"Yea sorry" James told him. His left hand strayed from Billy's side to begin playing with a few strand of the other boy's hair.

"I don't wanna go" he whined. James smiled.

"Sorry cutie we can't have your parents getting worried." James didn't add that he had some files to look at. Hopefully he could complete at least most of his project before Max carried out a counter attack. The teen was smart and James was sure he'd have little trouble crashing through his firewalls.

"Where do you live?" Billy asked.

"Just drop me at your house. We don't want your parents asking why I wasn't there with you. Billy nodded. James smiled back. Billy didn't have the same look in his eyes as before and James wasn't sure how he felt about it. Sure he wanted to help Billy to his full potential but after only one afternoon there was already a change in Billy's behavior. It was small, barely noticeable but Billy was beginning to realize he wasn't actually stupid. That was the point of all this. When all those shields Billy had made himself were gone the boy would never be the same. He'd be smart, cleaver and ready to learn. And James hoped that the new Billy would be just as happy and carefree as he was now. But somehow he doubted it.

Several minutes later James waved goodbye to Billy and left the Thunderman's driveway. The moment the door closed and he was no longer being watched the happy childish smile slipped away. It was time to start his work. It would be hard and dangerous but four years of research and inventing made him ready.

* * *

Norah glared at Billy as he sped around the house and into Max's lair without even saying hello. That jerk really was taking her Billy away! What was he doing down there anyway? He'd been spending more time with Max too.

"Billy, how goes your secret love affair? Taken it to the bed yet?" Colosso chuckled.

"We were on a couch not a bed" Billy said innocently with just enough confusion to send the bunny into a laughing fit.

"I'll remember to mention that to Max" He choked out between cackles.

"Where is Max?" Billy asked, tilting his head to the side.

"Out being evil, steeling things, vandalizing property, destroying children's dreams" Colosso said with a bunny gin.

"I don't wanna know" Billy replied. "Can I read in here?"

"Do you know how?" the animal snickered though honestly he did wonder if the boy was smart enough.

"Yea" Billy said innocently. Obviously the boy was too dumb to realize he was being insulted.

"Sure whatever. I've got nothing else to do, might as well watch you struggle through a picture book.

"It's not a picture book" Billy shot, finally understanding an insult.

"Then what is the great genius Billy reading" Colosso asked, rolling his eyes at the human.

"How to survive in the wild" Billy said, holding up the book. It wasn't a picture book but it definitely wasn't for adults.

"Why do you need to learn how to survive in the wild?" The bunny asked. Billy shrugged his shoulders.

"I don't know" he said in his normal confused voice. Actually he's gotten the idea from his fire balls and super reading. Both were really good at fighting but he didn't know anything that would help daily. Phoebe and Max used their telekinesis to grab things and prank each other. Running and reading fast only did so much in regular everyday life. He thought this book might help give him some ideas to ask James about.

Billy pulled out his book and ran in place. He zoomed through the book and two more that he had found in the remote reaches of their house, also called the bookshelf. It was interesting. He knew how to pitch a tent and know what snakes were poisonous but unless he grew fangs or had a tent with him nothing really helped. Guess his ideas really were bad. He sighed and picked up the books.

"Where are you going? Colosso called as Billy retreated.

"To my room"

"But you've been in here for less than a minute."

"Oh yea I forgot I read fast" Billy sad absentmindedly. Maybe he should call James. It was always nice to hear his voice. Billy left the room and was immediately tackled by a pink blur. "Norah!" Billy exclaimed.


	10. Chapter 10

Sorry this is so late. This chapter is more important than you might think. :D Enjoy

* * *

"BILLY!" Nora shouted, grabbing onto her brother's arm.

"Nora" Billy gasped, flinching at the girl's death grip.

"STOP BEING LIKE THIS!" She shouted, shaking her brother. Billy struggled to get out of her grasp but the grip only tightened.

"Nora stop" Billy choked. Her eyes were blazing with a hate that Billy had never seen and it cut into him, making his insides burn and heart whither.

"You're changing Billy! Why are you in Max's lair when you can be with ME! We don't see each other anymore. Don't you love me?" Norah shouted, tears beginning to prickle at the corners of her eyes.

"Of course" Billy started.

"Max is mean! You shouldn't be spending time with him…"

"Max wasn't in there." Billy defended.

"And James is mean to me" She continues, completely ignoring Billy's words. "He called me a BRAT!" Billy bit his lip. Norah was starting to hurt him. "I'm NOT A BRAT! I'm LOOKING OUT FOR YOU MY BROTHER! He's the brat! He's the horrible jerk who's stealing my best friend!"

"Norah" Billy gasped over her tirade.

"HE BAD BILLY! HE DOESN'T CARE ABOUT YOU! HE JUST…" Billy's scared expression morphed into a glare and he vibrated his arm at super speed. Norah shrieked, releasing her grip and stumbled away. She grabbed her wrist and held up her rug burned and in shock.

"HE DOES CARE!" Billy shouted. Neither heard the running of footsteps down the stairs. "HE DOESN'T HURT ME! YOU DO NORAH! You keep hurting me" Billy added in a whimper. Bob and Barb Thunderman, stepped up to them, shock written on both their faces.

"What's going on down here?" Bob asked, more worried than angry. Both his children, the ones that actually got along were glaring daggers at each other. Norah didn't shock him but he never thought he'd seen Billy this angry. His fists were shaking at his sides and he was almost snarling.

"James…" Nora began.

"Nora doesn't want me to have any other friends" Billy said louder. "And she doesn't care if she hurts me trying to get me away from him."

"I hurt you?" Nora shrieked. "Look what he did to my hand" She shouted, thrusting her palm at her parents.

"Billy is this true?" Barb asked, glancing between the raw red skin and her angry son.

"She was hurting me and wouldn't let go. I asked her but she wouldn't stop yelling."

"But you retaliated with force." His mother responded, stating more than questioning.

"I tried to pull away but I couldn't" Billy defended. Bob glansed at his smirking daughter.

"Billy go to your room" His mother said sternly, pointing to the stairs. "And you're grounded for the rest of the week. That means no friends coming over or going out." Nora's smirk widened into an evil smile.

"Don't think you're off the hook young lady" Bob said. The smile faded back to a scowl. "Did you grab Billy?"

"Yes but…"

"And did he tell you to stop?" He asked.

"He would have run away" Nora snarled. "He keeps running away!"

"That's no excuse" Her mother said. "You're behavior the last few days have been unacceptable. We're grounding you for two weeks. You'll be doing the dishes and laundry every day for the rest of this week.

"That's not fair!" Nora shrieked.

* * *

Billy lay face down on his bed wondering if Nora has sonic scream as a super power. She sure could shriek. Every single word made it through the floor with surprising clarity. Was he wrong to do that? He hurt Nora but she wouldn't let go. Flipping onto his back he ghosted his fingers across his uncovered arm. The bruise was already beginning to show. Maybe he should put his shirt back on before someone came to check on him. But part of him wanted his parents to see. Did that make him a bad person? He didn't regret hurting Nora's hand. He actually felt a little better that she finally got what was coming to her?

Maybe she was right. Maybe he was changing, but was that a bad thing. He was happy, kind of. He felt smarter and overall better about himself. There was a weight that had been lifted off his shoulders that he had never realized was there. But when he was with Norah he realized he was losing his best friend. She was being so mean.

Absentmindedly Billy started stroking his winded skin. The uncomfortable tickle was almost soothing. It grounded him. His thoughts were dark and worried, threatening to suck him into a depressed state. Even the thought of James's kiss didn't help him. Everything was wrong. His entire life was changing.

* * *

James leaned against the trunk of the tree he was sitting in. It was getting dark and he was still here, staring at the house of his boyfriend. It was kind of creepy and stalkerish but he didn't want to go home, not yet. He needed to calm his emotions and put on his family face but Billy was really messing with his mind. Actually it was mostly Max. He actually felt kind of guilty for steeling the plans from his boyfriend's brother's computer. That in itself shook him.

He had been planning this for so long and now he was guilty!? That was so out of character. He should be smug, wanting to subtly gloat so only Max could tell he was taunting him. It wasn't like he could go to anyone about it. What was he supposed to say? 'Hey a thirteen year old boy stole my designs for a super weapon that could take away the powers of every super hero or villain in the world'. Yea like that was going to happen. With another sigh he let his head slope to the side. Why couldn't he be like Billy? All he wanted was a life like that and he would never get it. Making up his mind James locked all the conflicting and strange emotions in a box and shoved it to the back of his mind. Time to go home.

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And that is Chapter 10, short but had some important things. Hope you enjoyed it. **Please review** and next chapter we might get a little more information about James's ?Evil? plan. Don't forget to like my Facebook page. The link is on my prof page. You'll get updates of if I'll be posting soon and be able to express your opinion of what you would like in the story. I answer PMs and Facebook messages at my first possible convenience.


	11. Chapter 11

I'm back from my hiatus. Yay. Classes are over for the semester so I'll be updating my stories every other day. There is no set order and this will only go on until the next semester starts. Anyways I hope you enjoy this chapter. I liked writing it.

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James checked a fifth time to make sure his shirt sleeve was hiding his manacle. It wouldn't do to have his plan discovered before he even got a chance to start it. Taking one last breath he let his lips fall into a frown and his eyes grew hard and emotionless. He opened the front door to the little two story tan house and step in.

"James" A gruff voice called.

"Coming dad" James responded. He kicked his shoes off and walked swiftly through the arch into the living room. The curtains were drawn and the room was dark, lit only by the television, flickering from Chanel to Chanel.

"You're home later than normal" he commented. It sounded like an innocent question but James could hear the threat hidden below the surface.

"I was looking through the library in town." He said.

"Don't you have a computer?" He replied, suspicion glinting in his dark blue eyes.

"My school wants me to use two real books to wright my history paper" James scoffed. The suspicion in his father's eyes lessened but didn't vanish completely.

"You don't have a library card." He commented. James snorted.

"Why would I need a library card? I could rob President Kick Butt's house if I wanted to. Taking two books from a public library is as easy as walking in and walking out."

"We might take you up on that offer" the man said. He stood up from the couch, revealing his enormous height and broad shoulders. He looked like a giant with a thick black mustache and uncaring eyes.

"I don't want to go against the hero league, not yet" James said. "I won't do anything till there is no chance I'll lose."

"I suggest that time be soon James because I'm starting to doubt your commitment to this family." His Father said darkly.

"Don't worry, the Hero League shall fall soon and every person in the world will know we were the cause. The comment seamed to do the trick because the behemoth of a man turned from his son and sat back down in his seat.

` James's father spoke without looking away from the TV. "I know you're smart enough to come up with a plan. You've waited long enough. Bring me a solution to this problem within a week or there will be consequences."

"Don't worry I'm almost finished with our plan. No one will stop you this time dad, not with me and Brian by your side. Not with a plan that can't fail." James said smugly, a dark smile creeping onto his emotionless face."

"We'll see" the man said, dismissing his son. James left without another word, ascending the stairs into a small sitting room. He walked to the door all the way to the right and opened it. The handle beeped when he grabbed it, recognizing him and not setting off the alarms. Only he and his father were able to access this room. He'd like to be the only one but his father wouldn't allow anyone to lock him out of anywhere in his house.

"We'll see" James repeated. "We'll definitely see."

* * *

The sun was on the horizon when James's fingers stopped typing. His eyes felt droopy but he knew he'd have to pull a few all nighters if he wanted to finish this project in the new time limit. Fuck his dad for giving him such an unrealistic deadline. It was like he wanted James to fail. He could understand to an extent. He hadn't been showing the same talent his brother had for breaking the law. It wasn't like James wasn't more skilled than the blond devil. He just wasn't what his family expected.

James yawned. Maybe he should call in sick. He could sleep or better yet continue his project. But he knew he'd have to explain it some way to his dad and he couldn't have the man discovering what he was up to. So instead of lying down on his comfy looking bed James stood and stretched his back. He should be able to get out of the house without alerting his family to his lack of sleep but he didn't have the energy to keep up a mask at school. He'd just have to come up with another lie to tell BillBill.

He was proven correct when he was able to leave his house with an apple in his mouth and no discussion with his brother or father. He'd spent the last of his time showering, brushing his teeth and putting a fifth firewall in front of the hidden folder residing in another hidden folder. He'd disguised his plans as journal entries in case someone was able to find the hidden folder, hack through its two firewalls and enter the proper password, discover the second hidden folder inside, hack through all its five firewalls, and decode fourteen ten letter and number passwords within the ten minute time limit that starts the moment the first firewall is breached. That had almost no chance of happening but he was paranoid.

"BillBill" James called, waving to his boyfriend who was outside the school doors. The superhero glances up, smiling a less enthusiastic smile than normal. "What's wrong?" he added, hurrying to Billy's side.

"I got grounded" He grumbled, eyes staring at James's red gym shoes.

"What did you do?" James asked teasingly. "Did you finally do something naughty? You didn't rob a bank did you?" James gasped. Billy chuckled softly making James smile.

"I hurt Nora." He admitted. James didn't know if he wanted to smirk or frown at the obvious lack of guilt in the tone. On one hand Billy was finally seeing how much of a brat Nora was but on the other hand his Billy wasn't the cold unfeeling person his family was. He settled on leaning in ad kissing Billy's forehead.

Billy jumped in surprise, releasing an adorable squeak. "You just kissed me… In public" Billy gasped.

"Very observant" James smirked. "Stay calm, no one was looking." Billy breathed a sigh of relief.

"Jamie I'm grounded for the rest of the week. That means no friends."

"We still get to see each other at school" James said happily. I'm sure we can go a few days without seeing each other after school."

"But I'll miss you." Billy whined. James chuckled.

"I'll miss you too. It'll give you time to practice reading" 'and it'll give me more time to finish the weapon' he added in his head. "Let's just go to class and spend our free time together."

"Ok" Billy sighed, still glum. At least he was with James now. That always made him feel better.

* * *

And so ends chapter 11. How was it. What do you think of James and his family?


	12. Chapter 12

Im back with the next chapter. I had gotten a little depressed about on of my stories but now I'm back and will be hopefully osting every day for the next week or so. Please review.

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Nora's eyes blazed as she stared across the lunch room. She couldn't believe Billy would sit with that jerk James. She wanted so badly to shoot her lasers into his skull but it wasn't worth having to move again. She'd get the kid. He had to leave Billy's side eventually. Stabbing her fork into her food she growled.

"James are you ok?" Billy asked, worry in his voice.

"Of course" James said with a toothy grin, "Just a little sleepy. I had a difficult time falling asleep last night."

"You could have called me" Billy said in a rush. James smiled a genuine smile at the blush rising on his boyfriend's cheeks.

"I wouldn't want to wake you up now would I?" James asked silkily, brushing a hand against Billy's. Billy blushed darker.

"Don't worry ThunderBoy I'm perfectly fine. How has your day been? Did you do ok on that test?"

"I got a C!" Billy exclaimed happily, eyes bright as stars. "Running" He closed his mouth and lowered his voice. "I ran and studied. I actually remembered things!"

"I'm glad" James smiled. I knew you could do it.

"Umm James?" Billy asked. "Could we maybe go out on a date tonight?"

"A date!" James choked on his soda.

"Yea" Billy repeated, eyes staring down. James internally cursed. Of all the days.

"I wish I could" James whispered, trying to portray how much he really wanted to. "But my Dad wants me and my brother home right after school to help clean the house." Tears trickled down the corners of Billy's eyes. "Really BillBill I wish I…"

"Sorry I shouldn't have asked." Billy stuttered, grabbing his things and standing up.

"Billy Thunderman" James snapped. Billy froze at the use of his real name. "Sit your butt down." Billy hesitantly sat back in his chair. "If you think for one second I wouldn't love to go on a date with you than you might be as dumb as your sister thinks." Billy winced at not so subtle jab at his sibling. " like you a lot BillBill and I promise the first moment I'm free I'll take you somewhere nice. We'll have the best date ever."

"Promise?" Billy asked.

"Promise" James said.

Back across the lunchroom Nora's rage broke. She grabbed the last of her food and slammed it into the garbage. Billy was crying. She saw it! James was bad for Billy and now she had proof!

* * *

James smiled and waved Billy away toward the busses. It would be faster to walk. Part of him was upset about missing Billy's date. Actually most of him, but a slightly smaller portion was giddy with the fact that soon he would be done with his machine and he'd be able to achieve the goal he had been striving for for years.

When Billy disappeared into the crowd James turned and walked back into the school, planning on leaving the back door. He had talked with Billy while and most of the students and staff were gone. The busses would have left within a minute of Billy and the late runners getting on and those walking would have headed home. Teachers, just as eager to leave as students liked to escape when the kids weren't looking, choosing to deal with their random questions tomorrow.

Normally James liked this time. It was one of the few times he could be alone outside his house. Today however something was going to happen. Nora hadn't shown up to walk with Billy so the sad boy got on the bus where James promised Billy Nora would probably be. She obviously wasn't there. The girl was to dumb to think of avoiding Billy that way. She wouldn't want to anyway. She was planning to get him while he was alone.

He hoped that he could egg her on enough to get her to use her powers. She may have dug her own grave with Billy but she'd eventually get phoebe involved and that could turn out bad. Max and Nora where already against him and if the older girl moved against him Billy would probably be more inclined to listen to them. He needed a way to control Nora and this might be the way.

The hallway was empty as James walked toward the exit. He turned a corner and saw an angry girl standing in the middle of the hall with tight fists and glaring eyes. "James" Nora growled.

"Hello Brat" James said snidely, internally laughing. This would be a lot easyer than he thought. "I'm too tired to deal with you so I suggest you get out of my way."

"No! I'm done with you corrupting Billy! If you don't stop talking to him you'll be sorry!"

"Just talking?" James asked smoothly. "I guess I can whisper. I'd have to get closer to his ear though, probably close enough to kiss." He smirked. This might push her closer to the truth but it would rile her up four times as fast and he might be able to play it off as just trying to mess with her.

"WHAT!" Nora screeched.

"I said close enough to kiss. I thought you could at least here" James sighed with fake annoyance.

"You want to kiss Billy!" She shouted. "You're gay!"

"Oh stop screeching. Soon you'll be at a frequency only dogs can here." He smirked. "And I never said I was gay. I just said we'd be close enough to kiss."

"Is this some kind of game to you?" She yelled.

"Again with the screeching" He sighed.

"Billy is straight and he'd never date someone like… like you!"

"Like me? You mean handsome, charming, cool and smart. Correct me if I'm wrong but don't most girls have their eyes on me?" He said smoothly.

"YOU… You!"

"Don't worry Brat. I'm not about to go ravishing your brother. I just proved my point. You can't deal with anyone but yourself spending time with Billy. What's going to happen when he starts dating? You can be his friend but I assume you don't want to help him with his other needs." Norah's Cheeks flared purple. "I don't think Billy would go for you anyway. He doesn't seem the type to date family." James grinned, putting down his backpack. This was fun. Maybe he should make a game of how many colors he could make Nora go. So far he had red, purple, and pink. Could she turn orange? That would be interesting.

"You ass!" she growled. James grinned at her eyes turning orange. He wondered if this count. Yea he'll count it. He shifted just enough to dodge her eye lasers.

"Heat vision or Lasers?" He wondered out loud. He looked over his shoulder to see the hole in the lockers smoking. "Heat vision" He nodded. "You must be very angry to use your powers against me" He smirked.

"What" Nora gasped taking a step back?

"Your last name is Thunderman, Hair Bow. It's not that big a leap. Not everyone is as stupid as you." He smiled. "I wonder what the school will think."

"You wouldn't!" She gasped. Nora couldn't believe she was stupid enough to use her powers. She was just going to yell at him and threaten to have Max beat him up or something. But She really messed things up. Her heartbeat calmed some and she smiled. "No one will believe you."

"I saw you use super powers. That means you and your family are super heroes. Though I'm guessing your older brother has more villain in him.

"No one else is here. It'd be your word against mine and you sound a lot crazier than me." She grinned.

"So you think you're safe, because only I saw?" James asked. "You think someone as nerdy and lame as you would be believed over the cool new kid." He goaded, puffing out his chest.

"You'll sound crazy." She hissed.

"But people will start looking at you. They might find out your secret. If I found out so easily eventually others will."

"No one will find out about us. No one else saw me use my powers and no one in my family even act like superheroes.

"So your dad IS Thunderman?" James asked.

"Yea but no one'll believe you." She grinned wider.

"Thank you" James said, a dark smile crossing his face. Nora shivered. "I'll compliment you on one thing. It took a lot longer for you to admit than I thought. I thought you'd admit to your powers within two sentences."

"What?" She asked shakily. She didn't like the look on his face. It made him look twice as evil as Max ever had been.

"You've been being recorded since the moment you shot you lasers at me." He laughed, removing his phone from his pocket. Norah blasted the phone to pieces.

"Ha" she snapped.

"I have everything backed up on my personal computer the moment I put it in my phone. Ha Ha."

"You're lying." She growled though her arms were beginning to shake. She was right. James was bad but what was she supposed to do now that he knew about their powers.

"We'll see tomorrow." He hissed, picking up his bag and walking toward Nora. "And I suggest you not tell anyone… just in case I really have backups" He smirked. "You lost Brat. You lost Billy and you lost against me. And do you wanna know the best part? You did it all yourself. All I had to do was press record. Goodbye Brat" He mentally checked pasty white off his list of colors. He might have actually gotten through to the stupid girl. Hopefully he had or this might backfire on him. It was a risky move.

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Yay another chapter done. The plot is thinking. Nora made a big mistake though it was obvious she would eventually. She was self destructing the moment some one else spoke to Billy. Please Review my self worth depends on it :p :)


	13. Chapter 13

No I'm not dead, just had a little bit of writers block. Here's chapter 13 I hope you enjoy. You might be able to finally realize what James's plan is. :)

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James clicked on his computer's keys almost too fast for it to comprehend which buttons were being pressed. The coding had taken five hours. It would have been nice to spend some time with BillBill but this was more important, plus he had ostracized both his siblings. Norah would be home and her big mouth could get them in trouble. He didn't want the family to move. And Max was dangerous. He might not pose a real threat now that James had the device plans but if the teen was bold enough he might injure him or worse tell his family about James. He couldn't lose BillBill over this.

He really did like BillBill. He could have easily stolen the blueprints without interacting with the Thunderman family which had been his original plan. Billy however threw that plan completely through a loop when he first smiled that cute little smile of his. Now he had to be careful and get his project done without letting the Thunderman family find out. He wouldn't have to worry about that for long. His program was complete and now all he had to do was build the machine. Glancing at the clock he noticed how late it had become. Darn, another sleepless night. He yawned and threw himself onto his bed. Four more day. Four more day and this would all be over.

James woke early the next morning so he could walk Billy to school. He didn't want to lose the little time he had with him, especially if they're forced apart by what he did or by what he was about to do. HE dressed ate and escaped the house before his brother or father could notice.

* * *

"Billy he's bad" Norah pleaded with her brother again.

"He's not!" Billy screamed at her. They had been going at it since they had gotten home the day before. Billy didn't understand why she hated James so much. Sure he knew she was jealous but the look in her eyes the day before was shocking. She looked almost crazed.

"What's bad about him?" Billy shot at her.

"He's selfish, mean and wants to hurt us!" Shev growled. Billy rolled his eyes. It had been the same answer every time he asked the question but there was no proof. James was kind of selfish but not with Billy. He was only mean to Nora when she acted like a snot, which she'd been doing a lot. And he wasn't out to get them! He'd know if his boyfriend wanted to hurt them.

"I'm done!" Billy shouted louder than any of the other times. "Mom and Dad already punished you. Do I really need to go tell them how you're acting?"

"Billy you…" She started.

"No, I don't believe you. James is my friend and the more you act like this the more I think we shouldn't be." Billy growled. Nora froze, eyes wide and scared.

"Billy?" She whispered.

"You're still my friend Nora but if you can't accept that I'm allowed to have other friends than I don't think I want to be friends with anymore. With those parting words Billy trudged out of the room. He was still early. He could run away from the house for a half hour or so. He needed some time alone. Nora just stared from the doorway as her older brother sped from the house.

"He's bad" she whispered.

"He's evil" Another voice said softly. Nora jumped and turned to see Max at the top of the stairs.

"What?" She asked.

"James is a villain" Max continued, walking over to his sister. "He has superpowers."

"WHAT!" Nora screeched. Max brought his hands to his ears in pain. He wondered if all girls shouted like that or if Nora might have some form of sonic scream.

"I'm not supposed to tell anyone…"

"He's blackmailing you?" She asked. Max snarled in confirmation. "He saw me use my posers." She admitted. "And he might have it on his computer."

"Nora" Max growled. "Why were you using your powers?"

"I was angry" she admitted. "And I really wanted to burn off his face." Max blinked at the hostility in the girl.

"Then we need to delete the recording of you and destroy all the blueprints he stole…" Max trailed off. They needed a plan and they needed it fast.

"Blueprints for what?" Nora asked hesitantly.

"A machine that can permanently take the super powers from any hero." He sighed. With it he could turn any of us into normal humans." Nora gulped.

* * *

Billy curled up in his treehouse. Why did Nora have to be like this? She used to be his only friend and now he was losing her because she thought he was friends with James. She'd probably explode if she found out they were really dating. She'd probably tell everyone that… What would happen when his parents found out he was dating James. Would they hate him? Would they think he's a freak? They loved him. They wouldn't hate him would they? But Nora was being mean to him. She jabbed her words into his heart over and over again. If she could hurt him that much than what were his parents capable of?

He wouldn't tell anyone ever again. Max accepted him but his parents weren't Max. Max had been there for him through the beginning of this. He'd been the one to suggest seeing if James was gay. But if even one other family member rejected him he didn't know what he would do. The seconds ticked by as he contemplated all that could happen if he came out. His heart beat faster and faster and his palm grew more and more sweaty. He was too terrified to notice when he was supposed to leave for school. The last few minutes ticked away and school began without him.

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Nora and Max know about each other and it sounds like they're about going to try and stop James, maybe even get revenge. I wonder how James will feel when Billy never comes to school. Wait for the next chapter because it'll be the first face off between Max and Nora against James.


	14. Chapter 14

This chapter is a bit all over the place because it's setting things up for an important scene in either the next chapter or the one after that. Sorry for the long wait.

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James walked slowly into the school two minutes after the bell for class had rang. He'd been standing outside the front door for thirty minutes waiting for BillBill to show up but he hadn't. He was worried. He'd started to get worried when he saw Nora stomp into the building alone, eyes glinting yellow at him. And that worry had only grown when Billy never showed up. Billy had never been late of course that could be explained by the speed. But he hadn't been absent before either.

His footsteps echoed in the empty hallway. Most of the classroom doors were closed and the few that were open released the sounds of kids talking quietly with each other while the teacher was getting ready to teach. He could leave. The only one who had seen him was the woman at the front desk. Part of him wanted to go to the Thunderman household. He wanted to find out if something was wrong, if his Thunder cutie was ok. But it was dangerous. Max knew about him and would be actively trying to capture him. No, he'd have to wait it out, fingers crossed that Billy showed up late. But he didn't want to be in school alone. It would drive him crazy.

Halfway to class he turned on his heels and directed himself back to the front of the building. His steps were quick but silent. He continued to move as if he was walking but the souls of his shoes hovered centimeters from the ground. Telekinesis was one of the most helpful powers. The doors came into sight. The old woman at the front desk sat at her computer typing. James used his telekinesis once again, making the cup of pens go toppling down on the floor.

"Crap" the woman swore, making James raise an eyebrow. Really, there are kindergartners here. She bent down and he strode out the doors. By the time she had risen from the ground the doors were already shut and the student had already disappeared.

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Billy blinked the tears out of his eyes and stood up. The treehouse creaked under his feet, silencing the birds that had been tweeting on the branches just outside. He brushed himself off but payed little attention to the action. He was sorting through everything he had thought about in the last few hours, at least it felt like hours. He now was one hundred percent certain that he would never tell anyone he was gay and talking to Max about it was out of the question. From this point on he'd hide all of it.

His heart fell at the thought. He was finally breaking out of the mold he hadn't realized he'd put himself in but now he'd have to pretend to be that boy once again. Well maybe not exactly like he was before. He refused to stay stupid. If he could learn than he would learn. He'd become as smart as he could. He'd learn everything about everything. No one would call him stupid again. For the first time that day a smile crossed his face. It was too late for school so he'd borrow some library books to read like James had taught him.

* * *

Max was skipping school. It wasn't too out of the ordinary so no one would give it another thought. But today really was out of the ordinary. Instead of his normal evil planning he was attempting to hack into the computers of one elementary school super villain. It was insane. there were inscriptions within inscriptions and the entire coding system was being modified at random times. When he thought he'd gotten through one fire wall it would just become a completely new version, stronger and more complex than before. The system had to know someone was attempting to hack in. Otherwise it would take too much power to continue remodulating…. Max froze. POWER! That was it. The system would be using a lot of power at this moment, enough power where he could probably track the source.

"Colosso Pull up the city electric monitor. Someone should be radiating a lot of energy.

"Aye aye" The rabbit said. Max ignored then pirate outfit and continued hacking with new encouragement. "Got it" the rabbit called. Max exited the system and returned the computer to its desktop.

"Let me see" Max said, standing up. He walked across the room to the second computer. Sure enough a large amount of energy was rapidly decreasing in a house a few miles away. "I need the address." He said. He looked at everything he needed and went back to his own computer. It was time to learn more about James.

"Looks like the house was purchased about a week before he arrived at Billy's school. He lives with his father Gregory Hall and Brian Hall. His mother Lilly Hall previously Lilly Martina died just over two years ago from a heart attack." Max's eyebrows came together. "Suspected homicide but there was no conclusive evidence."

"A murder and a super villain in training. That's always fin" Colosso chuckled. Max ignored him. "Before they moved here they came from Lecta City… I'm guessing James didn't come from a family of super heroes" Max muttered. That had been one of the most crime filled cities until six months ago. The hero league hero league had an all-out attack, sweeping the city with an army of heroes to find and capture every villain. Seven minor super villains and three high ranking members of the villain league were captured. It was one of the biggest purges of the last hundred years."

"Was there anyone that wasn't captured?" Colosso asked. With a few clicks Max was in the hero league database.

"Still at large are Snare, Queen Snake, the Blond devil, Fire Ruby, Breakneck and Behemoth. Some of the villains suspected to live there were Vinesnap, Mellissa Melody, The Specter and Haze" Max read. "If James really is the son of one of these villains we can take away Snare, Queen Snake, Fire Ruby and, Mellissa Melody because they are all women. The Blond Devil and Vinesnap are also too young to be fathers. That leaves us with Breakneck and Behemoth as the two confirmed villains that escaped as well as Specter and Haze who were suspected to be living there."

"You better hope he's Breakneck or Haze's son or this town is going to hell." Colosso said. Max nodded. The other two were ruthless. The Spector had killed all seven heroes who had cornered him adding to the already long list of Hero's he hunted for sport. Behemoth had been stopped only twice in the last ten years and both times he escaped. The man was invulnerable to any kind of attack and had the super strength to take down entire buildings with a few punches. "What else can you tell?"

"Their house has an abnormally small electric bill which suggests they have some generator." Max continued. "Other than that they appear to be a normal family."

* * *

James stood staring up at the building in front of him. He double checked his manacle was admitting the proper distorting frequency. He'd be invisible to any person, camera or sensor. At most he'd appear to be an oddly warm section of air. Maybe he shouldn't be walking into the hero league main building but he couldn't go home and didn't have anything more to do. A quick trip in and he could download all their data, including everything they had on his father, brother and the Thunderman family.

He followed close behind a man entering the building. He could see sensors hidden at the edges of the lobby they had entered. Security was lax. They must really trust in there tech and the mind readers standing on either side of the room. He smirked. Don't they know a soft burst or minuscule amounts of plasma at correct intervals would stop detection from mental abilities?

James decided not to question it. Heroes were cocky. They thought they could stop any force and it showed in their security. He walked right past the guards and levitated himself over the metal detectors. When his feet touched down again a blaring alarm sounded.

 **Please Review**


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